Last updated: March 11, 2016

Please read these Terms of Service (“Terms”, “Terms of Service”) carefully before using the www.harrow.io website (the “Site”) operated by Harrow.io Inc. (“us”, “we”, “our”, “Harrow.io” or “Company”) or the service provided by us through this Site (the “Service”).

BY ACCESSING THE SITE OR USING THE SERVICE YOU AGREE TO BE BOUND BY THESE TERMS.

Your access to the Site and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access the Site or use the Service. If you disagree with any part of the terms then you do not have permission to access the Service.

These Terms may change. We reserve the right, at its discretion, to change, modify, add or remove portions of these Terms at any time by posting such changes. Please check the Terms page periodically for changes. The continued use of the Site and the Service following the posting of changes to these Terms indicates that you accept those changes.

Additional Terms may apply. The disclaimers, terms and conditions on these pages are of general application and may be supplemented by additional policies, procedures, disclaimers, guidelines, rules, terms or conditions of specific application disclosed by us, including on any particular page of this Site or through the Service, or through a registration process or other means. In the event of a conflict between these Terms and any additional policies, procedures, disclaimers, guidelines, rules, terms or conditions of specific application, the additional policies, procedures, disclaimers, guidelines, rules, terms or conditions of specific application shall control.

Termination of Service for non-compliance. If you do not comply with these Terms at any time, we reserve the right to terminate, limit, or otherwise alter your access to the Site or the Service.

We may discontinue or alter any aspect of the Site or the Service. We may discontinue or alter any aspect of the Site or the Services, at our sole discretion and without prior notice or liability.

 

ACCOUNTS

The terms “you,” “your” or “User(s)” refers to any individual accessing the Site or the Services for his/her own personal purposes, or on behalf of an entity or other person. In the event that you purport to be the agent of, represent, or otherwise act on behalf of an entity or any other person, references to “you,” “your” or “User(s)” shall include you individually and any such entity or person that you purport to represent, and you further represent and warrant that you are in fact an authorized representative of such entity or other person, that you have the authority to bind such entity or other person to these Terms, and that your acceptance of these Terms shall constitute acceptance on behalf of such entity or person.

When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Site and your access to the Service.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password. You must notify us immediately of any unauthorized use of your account, username or password and any other breach of security, and ensure that you exit from your account(s) at the end of each session. We cannot and will not be responsible for any loss or damage arising from your failure to comply with this requirement or as a result of use of your account, username or password, either with or without your knowledge. However, you could be held liable for losses incurred by us or another party due to someone else using your account, username or password.

You may not transfer your account, username or password to another person, and you may not use anyone else’s account, username or password at any time without the permission of the account holder. You may not use as a username any name that is offensive, vulgar or obscene.

SERVICE

Definitions: “Analytics” means statistics, metrics and other analyses that are based on or derived from the Service or Results, which are developed in the aggregate with other data or results or in a manner that does not disclose User’s identity or source code;

“User Data” means User registration information, and the computer programs (in source code) and other data provided by the User, which will be stored, analyzed, processed and used by the Service;

“Documentation” means any user instructions, help information and other documentation regarding the Service that are provided by Company to the User in electronic or other form;

“Platform” means the technology platform developed and/or used by the Company in providing the Site and Service (including all related ideas, concepts, systems, hardware, software, interfaces, tools, utilities, content, templates, forms, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies, implementations and information);

“Results” means the work products resulting from the Service that are delivered to User by the Company, which are based on processing the User Data;

“Software“ means all software, scripts and HTML or similar codes, if any, that are provided by the Company to User and intended by the Company for the User’s use in accessing and/or controlling the Service (such as, for example, in making queries and requesting reports).

User Data. You hereby grant the Company a nonexclusive, royalty-free, worldwide right and license to access, copy, store, process, distribute, transmit and otherwise use the User Data for the purposes of providing the Service to the User and in connection with providing technical support and maintenance for the Service. You also hereby grant the Company a nonexclusive, royalty-free, worldwide right and license to access, copy, store, process and otherwise use User Data in connection with (a) developing, improving, extending and testing the Platform and Service and (b) designing, developing and producing Analytics. The User bears all responsibility and liability for the accuracy and completeness of the User Data and our access, possession and use as permitted herein. Other than registration data, the Company has not obligation to backup, retain or deliver any User Data.

Systems. At its sole cost and expense, each User is responsible for providing all (a) rights, licenses and permissions necessary for the Company to receive and use the User Data, (b) modems, servers, devices, storage, software, databases, network and communications equipment and ancillary services needed to connect to, access or otherwise use the Service from User’s facility and corresponding backup, recovery, network security and maintenance services (collectively, “User Systems”). Customer shall ensure that User Systems are compatible with the Service and comply with all configurations and specifications described at the Site or in the Documentation.

Limitations. We will use commercially reasonable efforts to make the Service available to Users, subject to downtimes for scheduled maintenance, upgrades, repairs and emergency outages. We will not be responsible or liable for any failure in the Service resulting from or attributable to (a) unusually high usage volumes, (b) failures in any telecommunications services, networks or systems, User’s or any third party’s negligence, acts or omissions, (d) any force majeure or other cause beyond our reasonable control or (e) unauthorized access to the Site or Service, breach of firewalls or other hacking.

Support. We will use commercially reasonable efforts to provide Users with technical support and updates for the Service and Software in accordance with our standard practices. The Company has no obligation to support any version other than the then current version. You agree that we may charge in accordance with its then current policies for any support service resulting from problems, errors or inquiries related to the User Data or User Systems.

API Terms. You may access your User Data via an Application Program Interface (“API”). Any use of the API, including use of the API through a third-party product that accesses the Site or the Service, is bound by these Terms and the following specific additional terms:

  • You expressly understand and agree that the Company shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from your use of the API or third-party products that access data via the API;
  • Abuse or excessively frequent requests to the Company via the API may result in the temporary or permanent suspension of your account’s access to the API. We, in our sole discretion, will determine abuse or excessive usage of the API. We will make a reasonable attempt via email to warn the User prior to suspension.
  • We reserve the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice.

ERRORS AND INACCURACIES. The Documentation and any information found on the Site or associated with Service may contain errors or inaccuracies and may not be complete or current. Service may be mispriced, described inaccurately, or unavailable on the Site and we cannot guarantee the accuracy or completeness of any information found on the Site. We therefore reserve the right to change or update the Documentation and any and all such information and to correct errors, inaccuracies, or omissions at any time without prior notice.

PAYMENT OF FEES

You are responsible to us for any fees applicable to the Service. You authorize us, or our designated payment processor, to charge your specified credit card, debit card or other payment method for such fees as provided through the registration process (“Purchase”).

Unless otherwise specified, all fees are in United States dollars, and all charges will be made in United States dollars. Any applicable sales, VAT or other taxes may be additional to the stated fee. Currency exchange settlements and foreign transaction fees are based on your agreement with your credit card or other payment method provider. The service may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.

Except as required by law, all Purchases are nonrefundable. Purchases may not be canceled by the User, except as required by law. We reserve the right to refuse or terminate any Purchase or attempted Purchase at any time in our sole discretion. You understand and agree that if you authorize a payment transaction with your credit card, debit card, or other payment method, but your charge is rejected for any reason, there may be a hold on your use of that transaction amount for several days.

You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchases; and that (ii) the information you supply to us is true, correct and complete.

We reserve the right to refuse or cancel your order or Purchase at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons. We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.

INTELLECTUAL PROPERTY

For purposes of these Terms, the term “Content” includes, without limitation, information, data, text, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Service. For the purposes of this Agreement, Content also includes all User Content (as defined below).

All Content added, created, uploaded, submitted, distributed, or posted to the Service by Users (collectively, ”User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you while using the Service is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content accessed by you on the Site or through the Service is or will continue to be accurate.

By submitting any User Content to the Site, excluding privately transmitted User Content, User grants the Company a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit such User Content in connection with the Site, the Service and the Company’s (and its successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Site or the Service (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after User’s termination of his or her account or the Service. User also hereby grants each User of the Site and/or the Service a non-exclusive, perpetual license to access any of its User Content that is available to such user on the Site, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Content, including after User’s termination of his or her account or the Service. By submitting any User Content to the Service other than on the Site, User grants the Company a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, aggregate, reproduce, distribute, prepare derivative works of, display, and perform such User Content solely for the purpose of providing the Service. For clarity, the foregoing licenses granted to the Company and its Users does not affect User’s other ownership or license rights in its User Content, including the right to grant additional licenses to its User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to the Company without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

The Service and its original content, features and functionality are and will remain the exclusive property of Harrow.io and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Harrow.io Inc. You may only view or download any content from this Site for your own use or as otherwise expressly authorized by us.

Limited License. We hereby grant you a limited, nonexclusive, non-assignable, nontransferable license to access and use the Site solely for your own personal purposes, subject to your agreement to, compliance with and satisfaction of these Terms. All rights not otherwise expressly granted by these Terms are reserved by us. If you do not comply with the Terms at any time, we reserve the right to revoke the aforementioned license(s), limit your access to the Site, or restrict your ability to use the Service.

No Reproduction / Distribution. The reproduction, duplication, distribution (including by way of e-mail, facsimile or other electronic means), publication, modification, copying or transmission of material available on or through this Site or the Service is STRICTLY PROHIBITED without our prior written consent or unless expressly permitted by this Site or the Service. This includes, without limitation, any application, text, graphics, logos, photographs, audio or video material or stills from audiovisual material which may be available on this Site. The copying posting, linking, or other use of content from this Site or the Service on any other website or networked computer environment is similarly prohibited. Requests for permission to reproduce or distribute materials found on this Site or the Service can be made by contacting us in writing.

Third Party Rights. Trademarks, service marks, logos and icons owned by third parties are the property of those respective third parties. We do not warrant or represent that your use of the content contained on this Site will not infringe the rights of third parties.

User Trademarks. You hereby grant us and our affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive right and license to display, use, reproduce, incorporate any trademarks, service marks, logos and icons owned by you in connection with any marketing, advertising or promotional activities, including any testimonials which we may publish on the Site or elsewhere.

LINKS

Linked Sites. Our Service may contain links to third party web sites or services that are not owned or controlled by Harrow.io Inc. (“Linked Sites”). You acknowledge and agree that we have no responsibility for the content, products, services, advertising or other materials which may be provided by or through Linked Sites. Links to Linked Sites do not constitute an endorsement or sponsorship by us of such websites or the information, content, products, services, advertising, code or other materials presented on or through such websites. Any reliance on the contents of a third party web site is done at your own risk and you assume all responsibilities and consequences resulting from such reliance.

You acknowledge and agree that Harrow.io Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.

Linking to the Site. You agree that if you include a link from any other web site to the Site, such link shall open in a new browser window and shall link to the full version of an HTML formatted page of this Site. You are not permitted to link directly to any image hosted on the Site or our services, such as using an “in-line” linking method to cause the image hosted by us to be displayed on another web site. You agree not to download or use images hosted on this Site on another web site, for any purpose, including, without limitation, posting such images on another site. You agree not to link from any other web site to this Site in any manner such that the Site, or any page of the Site, is “framed,” surrounded or obfuscated by any third party content, materials or branding. We reserve all of our rights under the law to insist that any link to the Site be discontinued, and to revoke your right to link to the Site from any other web site at any time upon written notice to you.

PROHIBITED USER CONDUCT

We may investigate and/or terminate your account if you misuse the Site or behave in any way that we regard as inappropriate or unlawful. You agree that, while using the Site and the Service offered on or through the Site, you shall not: (a) impersonate any person or entity or misrepresent your affiliation with any other person or entity; (b) insert your own or a third party’s advertising, branding or other promotional content into any of the Site’s content, materials or services; or (c) gain or attempt to gain unauthorized access to other computer systems through the Site. You agree to not: (i) engage in spidering, “screen scraping,” “database scraping,” harvesting of e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of accessing, logging-in or registering on the Site or for any services or features offered on or through the Site, or obtaining lists of users or obtaining or accessing other information or features on, from or through the Site or the services offered on or through the Site, including, without limitation, any information residing on any server or database connected to the Site or any services offered on or through the Site; (ii) use the Site or the Service made available on or through the Site in any manner with the intent to interrupt, damage, disable, overburden, or impair the Site or such Service, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests; or (iii) use the Site or the Service in violation of any applicable law or the legal rights of any third party. You further agree that you may not attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Site or the Service, or any content thereof, or make unauthorized use thereof.

You shall not (nor cause any third party to) use the Site or the Services to perform any illegal or immoral activities or any of the following types of activities, without limitation: (a) disseminating any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, pornographic, obscene or otherwise objectionable material; (b) transmitting information that violates any applicable federal, national, state, or local laws, rules or regulations, including any governmental agency guidelines, policies or procedures, or that infringes any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any party; (c) conducting any activity that would constitute fraud; (d) transmitting any material that contains software viruses, trojan horses, worms, time bombs, cancelbots, or any other computer code, files, or programs which may interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (e) use the Site or the Service to gain competitive intelligence about us, the Site, or any product or service offered via the Site or to otherwise compete with us or our affiliates.

COPYRIGHT POLICY

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Service infringes on the copyright or other intellectual property rights (“Infringement”) of any person or entity.

If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to hello@harrow.io, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims.”

You may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through the Service on your copyright.

DMCA Notice and Procedure for Copyright Infringement Claims

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
  • a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
  • identification of the URL or other specific location on the Service where the material that you claim is infringing is located;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

You can contact our Copyright Agent via email at hello@harrow.io.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless Harrow.io Inc. and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of (a) your use of the Service and access of the Site, by you or any person using your account and password, or (b) a breach of these Terms.

LIMITATION ON LIABILITY

IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL HARROW.IO INC., ANY OF ITS AFFILIATES, OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS (INCLUDING TUTORS) (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE SERVICE,OR ANY CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, YOUR PROVISION OF INFORMATION VIA THE SITE, LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS TO THE EXTENT REQUIRED BY APPLICABLE LAW.

IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SITE. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS AND CONDITIONS OR YOUR USE OF THE SITE EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO COMPANY FOR YOUR USE OF THE SITE AND/OR SERVICE.

NO WARRANTIES

TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE SITE, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, PRODUCTS, CONTENT, FUNCTIONS AND MATERIALS CONTAINED OR AVAILABLE THEREON, IS PROVIDED “AS IS,” “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. COMPANY ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS FROM THE SITE. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE. FURTHER, WE DOES NOT WARRANT (A) THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF ANY CONTENT OF THE SITE, (B) THAT THE RESULTS OBTAINED FROM THE USE OF THE SITE OR THE SERVICES OR CONTENT WILL BE ACCURATE OR RELIABLE, (C) THE SERVICE WILL FUNCTION UNINTERRUPTED, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, (D) ANY ERRORS OR DEFECTS CONTAINED ON THE SITE OR THE SERVICE WILL BE CORRECTED, (E) THE SERVICE AND SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (F) THAT THE QUALITY OF THE SITE OR THE SERVICE OR CONTENT WILL MEET YOUR EXPECTATIONS.

ARBITRATION AND GOVERNING LAW

ALL PARTIES TO THESE TERMS AND CONDITIONS WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY. The exclusive means of resolving any dispute or claim arising out of or relating to these Terms and Conditions (including any alleged breach thereof) or the Site shall be BINDING ARBITRATION administered by the American Arbitration Association (“AAA”), in accordance with the AAA Arbitration Rules then in effect, before a single neutral arbitrator. The place of arbitration shall be New York, NY.

The arbitration proceeding shall be kept confidential by the parties, their representatives and the arbitrator, subject to the right of any party to enforce the arbitral award. Each party shall bear its own costs and expenses and an equal share of the arbitrator’s and administrative fees of arbitration. The arbitrator may proceed to an award, notwithstanding the failure of either party to participate in the proceedings. The arbitrator shall, within thirty (30) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision setting forth the findings of fact and conclusions of law on which the award is based, including the calculation of any damages awarded. The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrators deem just and equitable and within the scope of this Agreement, including, without limitation, an injunction or order for specific performance. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof.

By using the Site, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and Company or its affiliates. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against Company may be commenced only in the federal or state courts located in New York, New York. You hereby irrevocably consent to the jurisdiction of those courts for such purposes. These Terms and Conditions, and any dispute between you and Company, shall be governed by the laws of the State of New York without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act.

TERMINATION

We may terminate or suspend your account and bar access to the Site and the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

If you wish to terminate your account, you may simply discontinue using the Service.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, intellectual property ownership provisions, warranty disclaimers, indemnity and limitations of liability.

COMMUNICATION AND MISCELLANEOUS

If you provide us your e-mail address, you agree and consent to receive e-mail messages from us. These e-mails may be transactional or relationship communications relating to the services we offer, such as administrative notices and service announcements or changes, or e-mails containing commercial offers, promotions or special offers from us. You also may sign up, and therefore agree, to receive SMS or text messages on your mobile phone.

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction or an arbitrator to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

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