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(Last Revised on: July 7, 2017)
Your access and use of the Website constitutes your acknowledgement and agreement to be bound by these Terms. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS OR USE THE WEBSITE. We may immediately modify and/or terminate these Terms or your access to the Website or any portion thereof, at any time and for any reason, with or without notice. This Website is offered and available to users who reside in the United States or any of its territories or possessions. By using this Website, you represent and warrant that you are of legal age and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.
We, in our sole and absolute discretion, may amend these Terms from time to time, which shall be effective at the time of publication or posting. Your continued access or use of the Website after such posting constitutes your consent to be bound by these Terms, as amended.
PLEASE BE ADVISED THAT THESE TERMS CONTAIN A DISPUTE RESOLUTION PROVISION. THAT PROVISION STATES THAT YOU AGREE THAT ANY AND ALL DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, EXCEPT FOR CERTAIN DISPUTES MORE FULLY DESCRIBED BELOW, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
The Website constitutes a technology platform that, among other features, allows you and other home owners and consumers (collectively, "Users") to submit requests for referrals ("Service Requests") to independent service providers that offer home improvement, maintenance, repair, renovation, or other services and/or products ("Service Providers") in the geographic area of the individual submitting the Service Request. We may match Service Requests to Service Providers directly or through our relationships with independent third-party operators of service provider networks ("Provider Networks") based on the User’s description of desired work, geographic location and the types of services furnished by the Service Provider. The Service Providers and Provider Networks (collectively, "Third-Party Providers") that we furnish Service Requests to operate independently from us and do not constitute any form of partnership, joint venture, or employee relationship. WE DO NOT PROVIDE HOME IMPROVEMENT SERVICES OR OTHER SERVICES OR PRODUCTS SPECIFIED IN SERVICE REQUESTS. WE DO NOT ASSESS THE QUALITY, LICENSURE, LEGALITY, SUITABILITY, OR ABILITY OF ANY SERVICE PROVIDER OR PROVIDER NETWORK. WE ARE NOT RESPONSIBLE OR LIABLE FOR THE ACTS OR OMISSIONS OF SERVICE PROVIDERS OR PROVIDER NETWORKS AND DO NOT VERIFY THEIR COMPLIANCE WITH APPLICABLE LAWS, CERTIFICATIONS, REGULATIONS, OR LICENSING REQUIREMENTS.
We are not in the business of providing any type of professional services or trades. You understand and agree that by using the Website, you receive only the ability to use the Website for informational purposes and to connect with Service Providers, at your own risk, for services and products you may seek; and/or, the ability to use the Website to seek out potential customers of your services or products.
We make no representations about the reliability, timeliness, suitability, quality, or accuracy of any communications you have with Service Providers or Provider Networks, whether online, in person, over the telephone, or by any other method of communication. We do not endorse, warrant, represent, employ, inspect, or certify any Service Provider or Provider Networks. When communicating or interacting with Service Providers or Users, you should exercise caution and common sense to protect your personal safety and property, just as you would in any other situation.
The Website is available only to users who are able to form legally binding contracts under applicable law. By using the Website, you represent and warrant that you are:
If you are agreeing to these Terms on behalf of a business entity or organization, you represent and warrant that you have the legal authority to bind such entity to the terms and conditions contained in these Terms, in which case the terms "you", "your", or "User" shall refer to such corporate entity or organization. If, after your electronic acceptance of these Terms, we find that you do not have the legal authority to bind such entity, you will be personally responsible for the obligations contained in these Terms.
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to:
Any rights not expressly granted herein are expressly reserved.
We grant you permission to use the Website subject to the restrictions in these Terms. Your use of the Website and any features contained therein is at your own risk. The Website may not be available in all geographic locations at all times.
You acknowledge and agree that your use of our Website is for your personal use and not for advertising purposes, except as permitted herein. You may not use our Website to recreate any portion or content thereof, to compete with us, to solicit or harass Users and/or Third-Party Providers, or for any other purpose not contemplated herein. You acknowledge that a violation of the foregoing could result in significant injury to us, and you agree that you are liable for any such injury, and will indemnify us in the event of any claims against us based on or arising from your violation of the foregoing. We reserve the right to revoke your access to any part of the Website or any content therein, at any time, with or without notice. All information provided on our Website is for your personal use only. If it is determined or suspected by us, in our sole discretion, that you are misusing or attempting to misuse or circumvent any system, application, or platform on the Website, or are using or attempting to use them for any inappropriate or non-personal purposes, including but not limited to activities such as hacking, scraping content, infiltrating, fraud, unauthorized solicitation or advertising, jamming or spamming, we reserve the right, in our sole discretion, to immediately terminate your access without notice and to initiate without notice, appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions or other equitable remedies.
In addition to the foregoing paragraph, without our express written consent, you may not:
In addition to the information you provide through Service Requests, in our sole and absolute discretion, we may permit you and other Users to submit, upload, post, publish or otherwise make available to us or others through the Website, content, including feedback and commentary related to the Website, requests for support assistance, communication with other Users or visitors of the Website, and personal information ("User Content"). Any User Content provided by you remains your property. However, by voluntarily posting User Content, you hereby grant us a royalty-free, perpetual, irrevocable, world-wide, non-exclusive, fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display all content, remarks, suggestions, ideas, graphics, or other information communicated to us, our users, or anyone else, through direct communication with us or the use of features contained within or ancillary to the Website. Further, you hereby grant us the right to incorporate any User Content in other works in any form, media, or technology now known or later developed. We will not be required to treat any User Content as private and may use any User Content in our business, to include advertising and marketing, without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future operations. You acknowledge that we have complete discretion on whether to provide attribution to User Content and that such User Content may be shared with our subsidiaries, affiliates, or business partners. You also grant us the right to pursue legal action against any person that violates your or our rights in the User Content by a breach of any of the provisions of these Terms.
With regard to any User Content that you submit or otherwise make available, whether to us solely, or to any other persons, you represent that:
You agree not to submit, post, or provide, or to allow the furnishing of, User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, willfully false or misleading, or otherwise offensive, as determined by us in our sole and absolute discretion, whether or not such material may be protected by law. We may, but shall not be obligated to review, monitor or remove User Content at our sole and absolute discretion and at any time and for any reason, without notice to you.
On the Website, we may provide hyperlinks to the websites of Service Providers, Service Provider Networks, or other third-party businesses. The links we provide will let you leave our Website. ANY LINKED SITES THAT DO NOT LINK TO THESE TERMS AND ARE NOT PART OF OUR WEBSITE ARE NOT UNDER OUR CONTROL AND WE ARE NOT RESPONSIBLE FOR THE CONTENTS OR FUNCTIONALITY OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. Your use of such Third-Party Providers and their respective websites are governed by the terms and conditions, and privacy policies, of such linked sites. We are not responsible for webcasting or any other form of transmission received from any linked site. We provide these links to you only as a convenience, and the inclusion of any link does not imply our endorsement and/or a partnership, agency, joint venture, employment, nor any type of relationship with those third-party sites.
We do not examine the credentials of any Third-Party Providers that you are connected with as a result of information you have provided in a Service Request or from a third-party who has received your contact information from you or an affiliate. We make no guarantees, warranties or representations regarding the skills or undertakings of any Third-Party Providers services or products, or the quality of the job that he/she/it may perform for you if you elect to retain their services. WE DO NOT ENDORSE NOR RECOMMEND THE SERVICES OF ANY PARTICULAR THIRD-PARTY PROVIDER, BUSINESS, PROFESSIONAL, INDIVIDUAL OR ANY OTHER THIRD-PARTY, REGARDLESS OF WHETHER OR NOT SUCH THIRD-PARTY PROVIDER, BUSINESS, PROFESSIONAL, OR INDIVIDUAL IS CONNECTED TO YOU BY US, OR OTHERWISE HYPER-LINKED, FOUND OR PRESENTED ON OUR WEBSITE. We do not independently verify the representations of Third-Party Providers about their services and/or qualifications, nor validate any reviews. It is entirely up to you to evaluate their services, fees, and qualifications (if any), and to enter into a direct contract or otherwise reach agreement with those Third-Party Providers. We do not guarantee or warrant the performance on the job or the outcome or quality of the services performed by a Third-Party Providers.
These Third-Party Providers are not employees or agents of ours, nor are we agents or employees of any Third-Party Providers. No partnership, agency, joint venture or employment is created as a result of these Terms or any use of services provided by Third-Party Providers. We do not direct or control the day-to-day operations or business of any Third-Party Providers, or vice versa, nor do we or the other create or assume any obligation on behalf of the other.
WE DO NOT WARRANT THE PERFORMANCE, QUALITY, TIMELINESS, OR VALUE OF ANY THIRD-PARTY PROVIDER, THEIR SERVICES OR PRODUCTS, NOR DO WE WARRANT THE RESULTS OF ANY SERVICES PROVIDED BY A THIRD-PARTY PROVIDER. THIRD-PARTY PROVIDERS OPERATE INDEPENDENT BUSINESSES AND ARE NOT EMPLOYEES, SUBSIDIARIES, AFFILIATES, JOINT VENTURERS OR PARTNERS OF OURS. WE DO NOT PERFORM AND ARE NOT RESPONSIBLE FOR ANY SERVICES REQUESTED BY YOU FOR ANY SERVICE REQUEST. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK AND WE MAKE NO REPRESENTATIONS, WHATSOEVER, REGARDING THIRD-PARTY PROVIDERS OR THEIR SERVICES.
We may inform you of certain offers, discounts, promotions, sales, and/or services provided or offered by Service Providers. Such offers, discounts, promotions, sales, and/or services are made solely by the Service Provider or Provider Network, and we do not guarantee or warrant the pricing or discounts that a Third-Party Provider may offer you. Any quotes provided by Third-Party Providers via our Website (if any), are not contractually binding offers, are for informational purposes only, and cannot be accepted on or via our Website.
NO CONTRACTUAL ARRANGEMENT IS CREATED BASED UPON THE QUOTES PROVIDED TO YOU FROM THIRD-PARTY PROVIDERS VIA OUR WEBSITE (IF ANY). To contract with a Service Provider, you must engage directly with the Service Provider. It is entirely up to you whether to enter into a direct contract or otherwise reach an agreement with a Service Provider regarding a particular service to be performed by the Service Provider. We do not perform, and are not responsible for, any service requested or transaction made by you with a Service Provider. Your rights under contracts you enter into with Service Providers, Provider Networks, or any third-party, whether as a result of a Service Request made on our Website or not, are governed by the terms of such contracts and by applicable federal, state, and local laws. We are not a party to such agreements. All payments and applicable taxes must be made to the Third-Party Provider in accordance with your agreement with such Third-Party Provider.
Should you have a dispute with respect to any service or transaction made with a Third-Party Provider or the fees charged by any Third-Party Provider, you must address such dispute with the Third-Party Provider directly. YOU HEREBY AGREE TO RELEASE US (AND OUR OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, EMPLOYEES AND/OR AGENTS) FROM ANY DAMAGES OR CLAIMS (INCLUDING CONSEQUENTIAL AND INCIDENTAL DAMAGES) OF EVERY KIND OR NATURE, SUSPECTED AND UNSUSPECTED, KNOWN AND UNKNOWN, AND DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH DISPUTES RELATING TO ANY SERVICE OR TRANSACTION MADE WITH A THIRD-PARTY PROVIDER, INCLUDING SERVICE PROVIDERS AND PROVIDER NETWORKS, WHETHER CONNECTED TO YOU BY US OR OUR BUSINESS PARTNERS, AND YOUR DEALINGS WITH ANY THIRD-PARTY PROVIDER, INCLUDING SERVICE PROVIDERS AND PROVIDER NETWORKS.
We value our users, and we understand that disputes may arise between or with a Third-Party Provider. However, we disclaim any obligation to resolve any dispute you may have with a Third-Party Provider, or a dispute a Third-Party Provider has with you, and we are not liable or responsible for any disputes, claims, losses, injuries or damages, of any kind, that may arise out of or relate to your conduct or the conduct of any Third-Party Provider. You are solely responsible for your conduct. We reserve the right, but undertake no obligation, to monitor disputes between you and other users and/or Third-Party Providers. All rights under contracts or agreements you enter into with a Third-Party Provider is governed by the terms of such contract or agreement and by applicable federal, state, and local law. Should a dispute arise with any Third-Party Provider, you should direct all such communications directly with the Third-Party Provider.
By using the Website, you understand and agree that any legal remedy or liability that you seek to obtain from actions or omissions of other Users or other third-parties, including Third-Party Providers, will be limited to a claim against those particular users, Third-Party Providers, or other third-parties. You agree not to attempt to impose liability on or seek any legal remedy from us with respect to such actions or omissions.
When you use the Website, send emails to us, or otherwise communicate with us, you are communicating with us electronically and consent to receive electronic communications related to your use of the Website. We will communicate with you by email or by posting notices on the Website. You agree that all agreements, notices, disclosures, and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. Notices from us will be considered delivered to you and effective when sent to the email address you provide on the Website (if any) or from which you otherwise email us.
Furthermore, by providing us with any comments, opinions, feedback, questions or suggestions concerning us or the Website (collectively "Feedback") you represent and warrant (a) that you have the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other person or entity, and (c) that your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback; (ii) irrevocably waive, and cause to be waived, against us and our users any claims and assertions of any moral rights contained in such Feedback; and, (iii) we will own, and may use and redistribute, any Feedback for any purpose without restriction and free of any obligation to acknowledge or compensate you. This Feedback section shall survive any termination of your usage and/or Account (if any) of the Website.
The material and content accessible through the Website, including trademarks, service marks, logos, and copyrighted works is our proprietary information or that of an affiliate that provided or licensed the material or content ("Proprietary Information"). Such Proprietary Information may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without our prior written authorization. Any use of the Proprietary Information outside the provisions of these Terms or any modification thereof is a violation of our intellectual property rights. No intellectual property rights nor title is transferred to you by accessing the Website or any portion thereof.
We attempt to ensure that information contained on the Website is complete, accurate and current. However, information on the Website, whether provided by us, Users, or third-parties, may be inaccurate, incomplete, out of date, or misleading. Except as prohibited by applicable law, we make no representation as to the completeness, accuracy or timeliness of any information on the Website. Furthermore, any opinions expressed on the Website, including blog posts (if any), whether made by us, or other users, are strictly the opinion of the individual who published such statement and do not reflect our views or attitudes.
RESPONDING TO FALSE INFORMATION RESULTS IN SIGNIFICANT COSTS AND EXPENSES, INCLUDING ATTORNEYS’ FEES, FINES, FOREFITURES, STATUTORY DAMAGES (COLLECTIVELY, "LOSSES") TO US AND THE SERVICE PROVIDERS AND PROVIDER NETWORKS THAT RESPOND TO SUCH SERVICE REQUESTS. THUS, WITHOUT LIMITING, AND IN ADDITION TO, THE INDEMNIFICATION RIGHTS CONTAINED IN SECTION XVIII, IF YOU INTENTIONALLY OR KNOWINGLY SUBMIT FALSE INFORMATION IN A SERVICE REQUEST, INCLUDING, BUT NOT LIMITED TO NAME, PHONE NUMBER, EMAIL ADDRESS, OR PHYSICAL ADDRESS, YOU AGREE TO FULLY INDEMNIFY AND ACCEPT LIABILITY TO US AND EACH APPLICABLE SERVICE PROVIDER AND PROVIDER NETWORK WHO ACCEPTS YOUR SERVICE REQUEST FOR ALL OF THEIR RELATED LOSSES. YOU AGREE THAT TH PROVISION OF THIS SECTION WILL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT OR YOUR ACCESS TO THE SERVICES.
PLEASE READ THIS SECTION CAREFULLY. It limits our liability and our related entities, including our parents, subsidiaries, affiliates, related companies, suppliers, licensors, vendors, and partners and our officers, directors, members, employees, agents, and representatives of each of them. Each paragraph below applies up to the maximum extent permitted under applicable law. Nothing herein is intended to limit any of your rights which may not be lawfully limited.
YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK AND IS PROVIDED TO YOU "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE", WITH THE EXPRESS UNDERSTANDING THAT WE ARE NOT RESPONSIBLE FOR THE ACCURACY OR TRUTH OF ANY REPRESENTATIONS RELATED TO THIRD-PARTY PROVIDERS OR OTHER OUTSIDE ENTITIES. WE MAKE NO CLAIMS OR GUARANTEES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE WEBSITE, THE INFORMATION CONTAINED THEREIN OR THEREON, OR ITS SAFETY OR SECURITY. AS SUCH, WE ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, INCLUDING THE WEBSITE’S UNAVAILABILITY, SECURITY VULNERABILITIES, OR INOPERABILITY OR INCORRECT OR INACCURATE INFORMATION OR RESULTS TO BE OBTAINED FROM USE OF INFORMATION ON THE WEBSITE. WE FURTHER DISCLAIM ALL LIABILITY TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE THROUGH ANY ACT OR OMISSION OF ANY THIRD-PARTY PROVIDER LOCATED USING THE WEBSITE, OR CONNECTED TO YOU THROUGH THE WEBSITE OR A SERVICE PROVIDER NETWORK THAT WE LINK TO OR THAT LINKS TO US. THE INCLUSION OR OFFERING OF ANY INFORMATION, SERVICES OR PRODUCTS ON THE WEBSITE DOES NOT CONSTITUTE AN ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCTS OR SERVICES, INCLUDING SERVICES OFFERED BY THIRD-PARTY PROVIDERS FOUND ON THE WEBSITE.
WE DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES AS TO ANY PRODUCT OR SERVICE OFFERED BY THIRD-PARTY PROVIDERS, BUSINESSES OR ANY OTHER THIRD PARTIES, EVEN IF LISTED WITHIN THE WEBSITE, AND ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. NO INFORMATION PROVIDED TO YOU OR ADVICE BY OUR REPRESENTATIVES, SHALL CREATE A REPRESENTATION OR WARRANTY. WE MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD-PARTY PROVIDERS, INCLUDING BUSINESSES, SERVICE PROVIDERS, ADVERTISERS OR ANY OTHER THIRD-PARTY LISTED ON THE WEBSITE. THEREFORE, WE ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTS, OMISSIONS OR INACCURATE INFORMATION PROVIDED BY OTHERS. ALL ACTIONS YOU TAKE REGARDING SERVICES OR PRODUCTS OFFERED BY THIRD-PARTY PROVIDERS THROUGH THEIR WEBSITES, OR BY DIRECT COMMUNICATIONS, INCLUDING PURCHASES, IS AT YOUR OWN RISK AND DISCRETION.
UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, ARISING OUT OF YOUR OR ANY OTHER USER’S CONDUCT RELATED TO THE USE OF THE WEBSITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF US TO ANY PARTY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF $100.00 OR THE AMOUNT YOU HAVE PAID TO US FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. THIS ALLOCATION OF RISK AND THE DISCLAIMER OF WARRANTIES HEREIN ARE A FUNDAMENTAL ELEMENT OF THIS AGREEMENT.
THE LIMITATIONS OF LIABILITY SPECIFIED IN THIS SECTION SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY PROVIDED IN THESE TERMS INURE TO OUR BENEFIT.
Any content or material downloaded or otherwise obtained through the use of the Website is obtained at your own risk and discretion. You will be solely responsible for and hereby waive any and all claims and causes of action related to any damage or injury to your mobile device, computer (desktop and laptop), tablets, network, or other download or display device, or the loss or corruption of data resulting from the download of any such material. If you do not accept this limitation, you are not authorized to access, download, USE, or obtain material OR SERVICES through the WEBSITE.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE WEBSITE AND ALL CONTENT FOUND ON THE WEBSITE, YOUR OFFERING OR PROVIDING SERVICES (IF ANY) OR REQUESTING OR RECEIVING SERVICES THROUGH THE WEBSITE (IF ANY), AND ANY CONTACT YOU MAY HAVE WITH OTHER USERS OF THE WEBSITE OR THIRD PARTIES, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU. NEITHER WE NOR ANY OTHER PARTY INVOLVED WITH FURNISHING OR MAINTAINING THE WEBSITE WILL BE LIABLE (WHETHER BASED ON WARRANTY, CONTRACT, TORT, PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY) FOR: (A) INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES; (B) THE COST OF SUBSTITUTE SERVICES OR GOODS; (C) ANY INTERRUPTION IN SERVICE OF THE WEBSITE OR COMPUTER SYSTEM FAILURE; (D) ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL HARM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS; (E) THE INABILITY TO USE OR ENJOY SERVICES FURNISHED BY THIRD-PARTY PROVIDERS; (F) ANY COMMUNICATIONS, MEETINGS OR CONDUCT WITH OTHER WEBSITE USERS, INCLUDING THIRD-PARTY PROVIDERS; OR (G) YOUR OFFERING OR PROVIDING SERVICES ON THE WEBSITE OR REQUESTING OR RECEIVING SERVICES THROUGH THE WEBSITE (IF ANY).
You agree to release, defend, indemnify and hold us, and our respective parents, subsidiaries, and affiliates and any of our officers, directors, employees and agents (collectively the "Indemnified Parties") harmless from and against any claims, liabilities, damages, losses and expenses, including without limitation, reasonable attorneys’ fees and costs, arising out of or in any way connected with (a) any breach of these Terms by you, including any use of content other than as expressly authorized in these Terms; (b) any content provided by you; (c) any communications you have with any user or Third-Party Providers; and (d) any service or transaction made by you with a Third-Party Providers and/or User, including but not limited to any injuries, losses, or damages, whether incidental, special, consequential, exemplary, direct or otherwise, of any kind arising in connection with such provision of services.
Notwithstanding the foregoing paragraph, any resident of New Jersey only agrees to release, defend, indemnify and hold the Indemnified Parties harmless from and against any third party claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable attorneys’ fees, arising out of or in any way connected with your violation of these Terms.
If you are a California resident, you waive California Civil Code Section 1542, which provides:
A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
If you are not a California resident, you waive your rights under any statute or common law principle that is similar to Section 1542, which governs your rights in the jurisdiction of your residence.
We respect the intellectual property rights of others and we ask our users to do the same. If you believe that your copyright or other intellectual property contained within the Website have been infringed, please contact us at 4023 Kennett Pike #50129 Wilmington, DE 19807. Please include: (i) a description of the alleged infringing work; (ii) a description of where the work is located on the Website (including website URL, if applicable); (iii) your contact information (name, address, telephone, and email). You must also state that you are the owner of the alleged copyrighted material or are acting on behalf of the rightful owner of the alleged copyrighted material that has been infringed.
We will review and address all notices that comply with the requirements above. If we remove or disable access in response to such a notice, we may notify the owner or administrator of the affected content or material so that he or she can make a counter-notification. We strongly encourage you to seek legal advice before filing a notice. Any misrepresentations in your notice regarding allegations that material or activity is infringing may expose you to liability for damages, including costs and attorneys’ fees.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT
You agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
YOU AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF OR THE USE OF THE WEBSITE (COLLECTIVELY "DISPUTES") WILL BE SETTLED BY BINDING ARBITRATION BETWEEN YOU AND US, EXCEPT THAT EACH PARTY RETAINS THE RIGHT TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT AND THE RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN A COURT OF COMPETENT JURISDICTION TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF A PARTY’S COPYRIGHTS, TRADEMARKS, TRADE SECRETS, PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS.
IN AGREEING TO ARBITRATE ANY AND ALL DISPUTES BETWEEN YOU AND US, YOU EXPRESSLY REPRESENT THAT YOU KNOWINGLY FOREGO THE RIGHT TO LITIGATE OR HAVE A JURY TRIAL ON ANY DISPUTE RELATING TO THIS AGREEMENT, OR TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED BY THE "AAA RULES" (AS DEFINED BELOW) OR THE ARBITRATOR. YOU FURTHER KNOWINGLY WAIVE ANY RIGHT TO JOIN IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION RESPECTIVE TO THE TERMS OF THIS AGREEMENT. UNLESS BOTH, YOU AND US, AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING ON THE PARTIES AND MAY BE ENTERED AND ENFORCED IN ANY COURT HAVING JURISDICTION, EXCEPT TO THE EXTENT IT IS SUBJECT TO REVIEW IN ACCORDANCE WITH APPLICABLE LAW GOVERNING ARBITRATION AWARDS. OTHER RIGHTS THAT EITHER PARTY WOULD HAVE IN COURT MAY LIKWISE NOT BE AVAILABLE IN ARBITRATION.
Arbitration Rules and Governing Law
The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party desiring to initiate an arbitration upon a Dispute must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will either be a retired judge or an attorney licensed to practice law in the Commonwealth of Massachusetts and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA rules.
Unless the parties to the Dispute agree otherwise, the arbitration shall be conducted in Boston, Suffolk County, Massachusetts. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, unless either party requests a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusion upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the provisions of these Terms, and may only award declaratory or injunctive relief in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. The prevailing party will be entitled to an award of attorney’s fees and expenses, to the extent provided under applicable law.
This Dispute Resolution section shall survive these Terms, any termination of the Website or your use of the Website.
These Terms, as well as any Dispute that might arise between you and us, will be governed by the laws of the State of Delaware, without regard to conflict of law provisions. You agree that any claim or dispute you may have against us that is not subject to arbitration must be resolved by a court located in Suffolk County, Massachusetts, or a United States District Court, District of Massachusetts, located in Boston, Massachusetts, except as otherwise agreed by the parties. You further agree to submit to the personal jurisdiction of the courts located within Suffolk County, Massachusetts or the United States District Court, District of Massachusetts, located in Boston, Massachusetts, for the purpose of litigating all such claims or disputes that are not subject to arbitration. You hereby waive any and all jurisdictional and venue defenses otherwise available.
If any part of these Terms is found to be invalid, illegal or unenforceable, the remaining provisions will remain enforceable, legal and valid.
The headings of sections and subsections hereof are solely for convenience of reference and are not part of this Agreement.
Any rights not expressly granted herein are reserved.
All rights reserved.