Last updated February 06, 2023
These Terms of
Service constitute a legally binding agreement made between you,
whether personally or on behalf of an entity (“you”) and LeagueBrain LLC ("Company",
“we”, “us”, or “our”), concerning your access to and use of the https://leaguebrain.com website as well as any other media form, media channel,
mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). We are registered in New York, United States
our registered office at 1985 Beekman Court
, Yorktown Heights, NY 10598.
You agree that by accessing the Site, you have read,
understood, and agree to be bound by all of these Terms of
Service. IF YOU DO NOT AGREE WITH ALL
OF THESE TERMS OF SERVICE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST
DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the
Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole
discretion, to make changes or modifications to these Terms of
Service at any time and for any
reason. We will alert you about any changes by updating the “Last
updated” date of these Terms of Service, and you waive any right to receive specific notice of each such change.
Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply.
You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised
Terms of Service by your continued use of the Site after the date such revised Terms of Service are posted.
The information provided on the Site is not intended for distribution to or use by any
person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation
or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those
persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for
compliance with local laws, if and to the extent local laws are applicable.
The Site is not tailored to comply with
industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information
Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this
Site. You may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
The Site is intended for users who are at least 13 years of age. All users who are
minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be
directly supervised by, their parent or guardian to use the Site. If you are a minor, you must have your parent or
guardian read and agree to these Terms of Service prior to you
using the Site.
INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Site is our proprietary property and all source code,
databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site
(collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or
controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual
property rights and unfair competition laws of the United States, international copyright laws, and international
conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only.
Except as expressly provided in these Terms of
Service, no part of the Site and no Content or Marks may be copied,
aggregated, republished, uploaded, posted, publicly displayed, encoded,
translated, transmitted, distributed, sold, licensed, or otherwise exploited
for any commercial purpose whatsoever, without our express prior written
Provided that you
are eligible to use the Site, you are granted a limited license to access and
use the Site and to download or print a copy of any portion of the Content to
which you have properly gained access solely for your personal, non-commercial
use. We reserve all rights not expressly granted to you in and to the Site, the Content and the
By using the Site, you represent and warrant that: (1) all registration information you submit
will be true, accurate, current, and complete; (2) you will maintain the accuracy of such
information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree
to comply with these Terms of Service; (4) you are not under the age of 13; (5) you are not a
minor in the jurisdiction in which you reside,
or if a minor, you have
received parental permission to use the Site; (6) you will not access the Site
through automated or non-human means, whether through a bot, script or
otherwise; (7) you will not use the Site for any illegal or unauthorized
purpose; and (8) your use of the Site
will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete,
we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any
You may be
required to register with the Site. You agree to keep your password
confidential and will be responsible for all use of your account and password.
We reserve the right to remove, reclaim, or change a username you select if we
determine, in our sole discretion, that such username is inappropriate,
obscene, or otherwise objectionable.
accept the following forms of payment:
You may be required to purchase or pay a fee to access some of our
services. You agree to provide current, complete, and accurate purchase and account information for all purchases made
via the Site. You further agree to promptly update account and payment information, including email address, payment
method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We bill
you through an online billing account for purchases made via the Site. Sales tax will be added to the price of
purchases as deemed required by us. We may change prices at any time. All payments shall be in U.S. dollars.
You agree to pay all charges or fees
at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any
such amounts upon making your purchase. If your purchase is
subject to recurring charges, then you consent to our charging your payment method on a recurring basis without
requiring your prior approval for each recurring charge, until you notify us of your
We reserve the right to correct any errors
or mistakes in
pricing, even if we have already requested or received payment. We also reserve
the right to refuse any order placed through the Site.
purchases are non-refundable.
You can cancel your subscription at any
time by contacting us
using the contact
information provided below. Your cancellation will take effect at the end of the current paid
If you are unsatisfied with our services, please email us at email@example.com.
You may not access or use the
Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with
any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Site, you agree not
- Systematically retrieve
data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database,
or directory without written permission from us.
- Trick, defraud, or mislead us and other users,
especially in any attempt to learn sensitive account information such as user
- Circumvent, disable, or otherwise interfere with
security-related features of the Site, including features that prevent or restrict the use or copying of any Content or
enforce limitations on the use of the Site and/or the Content contained
- Disparage, tarnish, or otherwise harm, in our
opinion, us and/or the Site.
- Use any information obtained from the Site in order
to harass, abuse, or harm another person.
- Make improper use of our support services or submit false reports of abuse or
- Use the Site in a manner inconsistent with any
applicable laws or regulations.
- Engage in unauthorized framing of or linking to the Site.
- Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including
excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s
uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use,
features, functions, operation, or maintenance of the Site.
- Engage in any automated use of the system, such as using scripts to send comments or messages, or using any
data mining, robots, or similar data gathering and extraction tools.
- Delete the copyright or other proprietary rights notice from any
- Attempt to impersonate another user or person or use
the username of another user.
- Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active
information collection or transmission mechanism, including without limitation, clear graphics interchange formats
(“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive
collection mechanisms” or “pcms”).
- Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the
- Harass, annoy, intimidate, or threaten any of our
employees or agents engaged in providing any portion of the Site to you.
- Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion
of the Site.
- Copy or adapt the Site’s software, including but not
- Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the
software comprising or in any way making up a part of the Site.
- Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or
distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline
reader that accesses the Site, or using or launching any unauthorized script or other
- Use a buying agent or purchasing agent to make
purchases on the Site.
- Make any unauthorized use of the Site, including
collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending
unsolicited email, or creating user accounts by automated means or under false
- Use the Site as part of any effort to compete with us
or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial
- Use the Site to advertise or offer to sell goods and services.
- Sell or otherwise transfer your profile.
The Site may invite you to chat,
contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you
with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and
materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics,
comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be
viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be
treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby
represent and warrant that:
- The creation, distribution, transmission, public display, or performance, and
the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights,
including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third
- You are the creator and owner of or have
the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other
users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Service.
have the written consent, release, and/or permission of each and every identifiable individual person in your
Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and
use of your Contributions in any manner contemplated by the Site and these Terms of Service.
- Your Contributions are not false, inaccurate, or
- Your Contributions are not unsolicited or
unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of
- Your Contributions are not
obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined
- Your Contributions do not ridicule, mock,
disparage, intimidate, or abuse anyone.
Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote
violence against a specific person or class of people.
- Your Contributions do not violate any applicable law, regulation, or
- Your Contributions do not violate the
privacy or publicity rights of any third party.
- Your Contributions do not violate any applicable law concerning child pornography, or
otherwise intended to protect the health or well-being of minors.
- Your Contributions do not include any offensive comments that are connected to race, national
origin, gender, sexual preference, or physical handicap.
- Your Contributions do not otherwise violate, or link to material that violates, any provision
of these Terms of Service, or any applicable law or regulation.
Any use of the Site in violation of the foregoing violates these
Terms of Service and may result in, among other things, termination or suspension of your
rights to use the Site.
By posting your
Contributions to any part of the Site, you automatically grant, and
you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual,
non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce,
disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display,
reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without
limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative
works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing.
The use and distribution may occur in any media formats and through any media
This license will apply to any form, media, or technology now known or
hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the
trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral
rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.
We do not assert any ownership over your Contributions. You retain full
ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with
your Contributions. We are not liable for any statements or representations in your Contributions provided by you in
any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to
exonerate us from any and all responsibility and to refrain from any legal action against us regarding your
We have the right, in our sole and absolute discretion, (1) to edit, redact, or
otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations
on the Site; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have
no obligation to monitor your Contributions.
10. MOBILE APPLICATION LICENSE
If you access the Site via a mobile application, then we grant you a
revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless
electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in
accordance with the terms and conditions of this mobile application license contained in these Terms of Service.
You shall not: (1) except as permitted by applicable law, decompile, reverse engineer, disassemble, attempt to derive
the source code of, or decrypt the application; (2) make any modification,
adaptation, improvement, enhancement, translation, or derivative work from the
application; (3) violate any applicable laws, rules, or regulations in
connection with your access or use of the application; (4) remove, alter, or
obscure any proprietary notice (including any notice of copyright or trademark)
posted by us or the licensors of the application; (5) use the application for
any revenue generating endeavor, commercial enterprise, or other purpose for
which it is not designed or intended; (6) make the application available over a
network or other environment permitting access or use by multiple devices or
users at the same time; (7) use the application for creating a product,
service, or software that is, directly or indirectly, competitive with or in
any way a substitute for the application; (8) use the application to send
automated queries to any website or to send any unsolicited commercial e-mail;
or (9) use any proprietary information or any of our interfaces or our other
intellectual property in the design, development, manufacture, licensing, or
distribution of any applications, accessories, or devices for use with the
Apple and Android
The following terms apply when you use a mobile application obtained from
either the Apple Store or Google Play (each an “App Distributor”) to access the Site: (1) the license granted to you
for our mobile application is limited to a non-transferable license to use the application on a device that utilizes
the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the
applicable App Distributor’s terms of service; (2) we are responsible for providing any maintenance and support
services with respect to the mobile application as specified in the terms and conditions of this mobile application
license contained in these Terms of Service or as otherwise required under applicable law, and you acknowledge that each
App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile
application; (3) in the event of any failure of the mobile application to conform to any applicable warranty, you may
notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund
the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the
App Distributor will have no other warranty obligation whatsoever with respect to the mobile application; (4) you
represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that
has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S.
government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement
when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their
wireless data service agreement when using the mobile application; and (6) you acknowledge and agree that the App
Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in
these Terms of Service, and that each App Distributor will have the right (and will be deemed to
have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Service against you as a third-party beneficiary
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback,
or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our
sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the
unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without
acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby
warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You
agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any
proprietary right in your Submissions.
WEBSITES AND CONTENT
The Site may contain (or you may be sent via the Site) links to other websites ("Third-Party
Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information,
applications, software, and other content or items belonging to or originating from third parties ("Third-Party
Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy,
appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the
Site or any Third-Party Content posted on, available through, or installed from the Site, including the content,
accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party
Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party
Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the
Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and
you should be aware these Terms of Service no longer govern. You should review the applicable terms and policies,
including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any
applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through
other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which
are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the
products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your
purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or
harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party
13. U.S. GOVERNMENT RIGHTS
Our services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”)
2.101. If our services are acquired by or on behalf of any agency not within the Department of Defense (“DOD”), our
services are subject to the terms of these Terms of
Service in accordance with FAR 12.212 (for computer software) and
FAR 12.211 (for technical data). If our services are acquired by or on behalf of any agency within the Department of
Defense, our services are subject to the terms of these Terms
of Service in accordance with Defense Federal Acquisition
Regulation (“DFARS”) 227.7202-3.
In addition, DFARS 252.227-7015 applies to
technical data acquired by the DOD. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR,
DFARS, or other clause or provision that addresses government rights in computer software or technical data under these
Terms of Service.
We reserve the right, but not the obligation, to: (1)
monitor the Site for violations of these Terms of
Service; (2) take appropriate legal action against anyone who, in
our sole discretion, violates the law or these Terms of
Service, including without
limitation, reporting such user to law enforcement authorities; (3) in our sole
discretion and without limitation, refuse, restrict access to, limit the
availability of, or disable (to the extent technologically feasible) any of
your Contributions or any portion thereof; (4) in our sole discretion and
without limitation, notice, or liability, to remove from the Site or otherwise
disable all files and content that are excessive in size or are in any way
burdensome to our systems; and (5) otherwise manage the Site in a manner
designed to protect our rights and property and to facilitate the proper
functioning of the Site.
of Service. Please be advised the Site is hosted in the United States. If you
access the Site from any other region of the world with laws or other requirements governing personal data collection,
use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you agree to have your data
transferred to and processed in the United States. Further, we do not knowingly accept, request, or solicit
information from children or knowingly market to children. Therefore, in accordance with the U.S. Children’s Online
Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13 has provided personal
information to us without the requisite and verifiable parental consent, we will delete that information from the
as quickly as is reasonably
These Terms of Service shall remain in full force and effect while you use the Site. WITHOUT
LIMITING ANY OTHER PROVISION OF THESE TERMS OF
SERVICE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND
WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY
PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR
COVENANT CONTAINED IN THESE TERMS OF SERVICE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR
PARTICIPATION IN THE SITE OR DELETE YOUR
ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE
If we terminate
or suspend your account for any reason, you are prohibited from registering and
creating a new account under your name, a fake or borrowed name, or the name of
any third party, even if you may be acting on behalf of the third party. In
addition to terminating or suspending your account, we reserve the right to
take appropriate legal action, including without limitation pursuing civil,
criminal, and injunctive redress.
17. MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change,
modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice.
However, we have no obligation to update any information on our Site. We also reserve the right to modify or
discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any
modification, price change, suspension, or discontinuance of the Site.
We cannot guarantee the Site will be available at all
times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site,
resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or
otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability
whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any
downtime or discontinuance of the Site. Nothing in these Terms
of Service will be construed to obligate us to maintain and support
the Site or to supply any corrections, updates, or releases in connection therewith.
of Service and your use of the Site are governed by and construed
in accordance with the laws of the
State of New York applicable to agreements made and to be entirely performed within the State of New York, without regard to its conflict of law
To expedite resolution and control the cost of any dispute, controversy, or claim related to
these Terms of Service (each "Dispute" and collectively, the “Disputes”) brought by either you or us
(individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute
(except those Disputes expressly provided below) informally for at least thirty (30) days before
initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those
Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT
WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be
commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and,
where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of
which are available at the AAA website www.adr.org.
Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where
appropriate, limited by the AAA Consumer Rules. The arbitration
may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a
decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must
follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise
required by the applicable AAA rules or applicable law, the arbitration will take place in United
States, New York. Except as otherwise provided herein, the Parties may litigate in
court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on
the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted
in the state and federal courts
located in United States, New York, and the Parties hereby consent to, and waive all defenses of
lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and
federal courts. Application of the United Nations Convention on
Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded
from these Terms of Service.
In no event
shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. If
this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling
within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court
of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the
personal jurisdiction of that court.
agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent
permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for
any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right
or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or
any other persons.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above
provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or
concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising
from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief.
If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute
falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by
a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to
the personal jurisdiction of that court.
There may be information on the
Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and
various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or
update the information on the Site at any time, without prior notice.
THE SITE IS PROVIDED ON AN AS-IS
AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST
EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE
THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT
OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS,
MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER,
RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR
ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF
TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR
THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR
DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA
THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR
OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN
ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY
TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR
SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE
22. LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU
OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES,
INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR
ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US
DURING THE SIX
(6) MONTH PERIOD PRIOR TO ANY CAUSE OF
OR $1,000.00 USD. CERTAIN US STATE
LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN
DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU
MAY HAVE ADDITIONAL RIGHTS.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our
respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand,
including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Site; (3) breach of these Terms of Service; (4) any breach of your
representations and warranties set forth in these Terms of
Service; (5) your violation of the rights of a third party,
including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the
Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to
assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to
cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such
claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
24. USER DATA
maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as
data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible
for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we
shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action
against us arising from any such loss or corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us
emails, and completing online forms constitute electronic communications. You consent to receive electronic
communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you
electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU
HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF
NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any
rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which
require an original signature or delivery or retention of non-electronic records, or to payments or the granting of
credits by any means other than electronic means.
26. CALIFORNIA USERS AND
If any complaint with us is not
satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the
California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California
95834 or by telephone at (800) 952-5210 or (916) 445-1254.
These Terms of Service and any policies or operating rules posted by us on the Site or in respect to
the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any
right or provision of these Terms of Service shall not operate as a waiver of such right or provision. These Terms of Service operate to the fullest extent permissible by law. We may assign any or all of
our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or
failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Service is determined to be unlawful, void, or unenforceable, that provision or part
of the provision is deemed severable from these Terms of
Service and does not affect the validity and enforceability of any
remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and
us as a result of these Terms of Service or use of the Site. You agree that these Terms of Service will not be construed against us by virtue of having drafted them. You hereby
waive any and all defenses you may have based on the electronic form of these Terms of Service and the lack of signing by the
parties hereto to execute these Terms of Service.
In order to resolve a complaint regarding the Site or
to receive further information regarding use of the Site, please contact us at:
1985 Beekman Court
Yorktown Heights, NY 10598