Company furnishes the Website and the Company Services for your personal enjoyment and entertainment. By visiting the Website (whether or not you are a registered member) or using the Company Services, you accept and agree to be bound by this Agreement, including any future modifications ("Agreement"), and to abide by all applicable laws, rules and regulations (“Applicable Law”). Please read through this Agreement carefully. Company may modify this Agreement at any time, and each such modification will be effective upon posting on the Website. All material modifications will apply prospectively only. Your continued use of the Website or the Company Services following any modification of this Agreement constitutes your acceptance of and agreement to be bound by the Agreement as modified. It is therefore important that you review this Agreement regularly. If you do not agree to be bound by this Agreement and to abide by all Applicable Law, you must discontinue use of the Company Services immediately.
Your access to and use of certain Company Services may require you to accept additional terms and conditions applicable to such Company Services, in addition to this Agreement, and may require you to download software or Content (as defined below). In the event of a conflict between any such additional terms and this Agreement, such additional terms will prevail.
PLEASE NOTE THAT THE “ARBITRATION AGREEMENT” SECTION BELOW CONTAINS PROVISIONS THAT REQUIRE (i) WITH LIMITED EXCEPTIONS, ALL DISPUTES ARISING BETWEEN YOU AND COMPANY UNDER THIS AGREEMENT BE HANDLED BY ARBITRATION, AND (ii) YOU AND COMPANY WAIVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION IN CONNECTION WITH SUCH DISPUTES. PLEASE CLICK HERE TO REVIEW THE ARBITRATION AGREEMENT.
Registration and SecurityIf the Website permits registration, all registration information you submit to create an account must be accurate and kept up to date; it is your responsibility to notify us of any changes in such information, including but not limited to your contact information; you are responsible for maintaining the confidentiality of your password and are responsible for all use of your account and it is therefore critical that you do not share your password with anyone; you agree not to use the account, username, email address or password of another user at any time and not to allow any other person to use your account; your account is not transferable; you agree to notify Company immediately if you suspect any unauthorized use of, or access to, your account or password; and Company reserves the right to change any user name or url related to any Company Sites at any time for any or no reason without prior notice.
Company makes no warranty, and accepts no liability for any loss or damages whatsoever, relating to or in connection with your placement of an order for a Site Product with the Processor. Company provides no refunds for, makes no warranty for, and accepts no liability regarding purchases you make on the Website. You are solely responsible for any and all transactions utilizing your Personal Financial Information, including, but not limited to, any and all charges. You acknowledge and agree that in the event Processor experiences a data breach that affects your Personal Financial Information, Company will in no way be responsible or liable to you for any such breach.
The Company will not store any record of Personal Financial Information related to purchases or other transactions you make through the Company Services. You should therefore maintain records of all your transactions. If you have any questions regarding your transactions or believe that there is an error or unauthorized transaction or activity associated with transactions utilizing your Personal Financial Information, you must contact the Processor.
Limited Content LicenseThe Company Services are offered for your personal use only and may not be used for commercial purposes. The Company Services contain information, text, files, images, video, sounds, musical works, works of authorship, software, applications, product names, company names, trade names, logos, designs, and any other materials or content (collectively, “Content”) of Company, its licensors, or assignors (“Company Content”), as well as Content provided by users or other third parties. Content contained in the Company Services is protected by copyright, trademark, patent, trade secret and other laws and, as between you and Company, Company, its licensors, or its assignors, own and retain all rights in the Company Content. Company hereby grants you a limited, revocable, nonsublicensable license to access and display or perform the Company Content (excluding any software code) solely for your personal, non-commercial use in connection with using the Company Services. Except as provided in this Agreement or as explicitly allowed on the Company Services, you may not copy, download, stream capture, reproduce, duplicate, archive, upload, modify, translate, publish, broadcast, transmit, retransmit, distribute, perform, display, sell, frame or deep-link, make available, or otherwise use any Content contained in the Company Services.
Except as explicitly and expressly permitted by the Company or by the limited license set forth above, you are strictly prohibited from creating works or materials (including but not limited to fonts, icons, link buttons, wallpaper, desktop themes, on-line postcards, montages, mash-ups and similar videos, greeting cards and unlicensed merchandise) that derive from or are based on the Company Content. This prohibition applies regardless of whether such derivative works or materials are sold, bartered or given away. Also, you may not either directly or through the use of any device, software, internet site, web-based service or other means remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary notice marked on the Content contained in the Company Services or any digital rights management mechanism, device, or other content protection, copy control or access control measure associated with the Content contained in the Company Services including geo-filtering mechanisms. Except as necessary in order to make reference to the Company, its products and services in a purely descriptive capacity, you are expressly prohibited from using any Company Content in any manner.
Restrictions on Use of Company ServicesYou understand that you are responsible for all Content that you post, upload, transmit, email or otherwise make available on the Website or on, through or in connection with the Company Services (collectively, “User Content”). Additionally, you acknowledge that you have no expectation of privacy in or confidentiality with respect to your User Content. Accordingly, please choose User Content carefully.
You agree not to use the Company Services to:
You acknowledge, consent and agree that Company may access, preserve or disclose information you provide to the Website, including User Content and your account registration information, including when Company has a good faith belief that such access, preservation or disclosure is necessary in order to: (i) protect, enforce, or defend the legal rights, privacy, safety, or property of Company, our parents, subsidiaries or affiliates (“Company Affiliates”), or their employees, agents and contractors (including enforcement of this Agreement or our other agreements); (ii) protect the safety, privacy, and security of users of the Company Services or members of the public including in urgent circumstances; (iii) protect against fraud or for risk management purposes; (iv) comply with the law or legal process; or (v) respond to requests from public and government authorities. If Company sells all or part of its business or makes a sale or transfer of its assets or is otherwise involved in a merger or transfer of all or a material part of its business, Company may transfer your information to the party or parties involved in the transaction as part of that transaction.
Company reserves the right to limit the storage capacity of User Content. You assume full responsibility for maintaining backup copies of your User Content, and Company assumes no responsibility for any loss of your User Content due to its being removed by Company or for any other reason.
Your Proprietary Rights in and License to Your User ContentCompany does not claim any ownership rights in the User Content that you post, upload, email, transmit, or otherwise make available (collectively, “Transmit”) on, through or in connection with the Company Services, except with respect to your unsolicited submissions, as described under “Unsolicited Submissions” below; provided, however, that User Content shall not include any Company Content or content owned by a Company Affiliate. By posting or transmitting any User Content on, through or in connection with the Company Services, you hereby grant to Company and our Company Affiliates, licensees, assignees, and authorized users a worldwide, perpetual, irrevocable, non-exclusive, fully-paid and royalty-free, freely sublicensable, transferable (in whole or in part) right (including any moral rights) and license to use, modify, excerpt, adapt, publish, translate, create derivative works and compilations based upon, publicly perform, publicly display, reproduce, sublicense, and distribute such User Content, including your name, voice, likeness and other personally identifiable information to the extent that such is contained in User Content, anywhere, in any form and on and through all media formats now known or hereafter devised, for any and all purposes including, but not limited to, promotional, marketing, trade or any non-commercial or commercial purposes. Additionally, Company is free to use any ideas, concepts, know-how, or techniques contained within such User Content for any purpose including, but not limited to, developing, manufacturing, marketing and providing commercial products and services, including Company Services. Company‘s use of such User Content shall not require any further notice or attribution to you and such use shall be without the requirement of any permission from or any payment to you or any other person or entity. You hereby appoint Company as your agent with full authority to execute any document or take any action Company may consider appropriate in order to confirm the rights granted by you to Company in this Agreement.
You represent and warrant that: (i) you own the User Content Transmitted by you on, through or in connection with the Company Services, or otherwise have the right to grant the license set forth in this Section, and (ii) the Transmission of User Content by you on, through or in connection with the Company Services and Third Party Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of the use of any User Content Transmitted by you on or through the Company Services or Third Party Services.
If you delete your User Content from the Website, Company’s license to such User Content will end after a reasonable period of time necessary for the deletion to take full effect. However, the User Content may be retained in the Company’s back-up copies of the Website, which are not publicly available. Furthermore, to the extent that Company made use of your User Content before you deleted it, Company will retain the right to make such pre-existing uses even after your User Content is deleted. You acknowledge that (i) deletion of your User Content from the Website will not result in, and Company assumes no responsibility for, the deletion of such User Content by any third parties who were provided with or had access to such User Content prior to your deleting it from the Website, and (ii) termination of your account or your use of the Company Services will not result in the immediate or automatic deletion of your User Content consistent with this Agreement. All other submissions are governed by the terms found at BadGirlsClubMagazine.com.
Removal of Material that Infringes CopyrightsCompany respects the intellectual property of others and requires that our users do the same. Company has a policy that provides for the termination in appropriate circumstances of subscribers and account holders of Company Services who are repeat infringers. Company also reserves the right to remove or disable access to any transmission of Content that infringes the copyright of any person under the laws of the United States upon receipt of a notice that substantially complies with the requirements of 17 U.S.C. § 512(c)(3).
If you believe material on Company Services infringes your copyright.
If you believe that any material residing on or linked to from Company Services infringes your copyright, you must send Company's designated Copyright Agent a written notification of claimed infringement that contains substantially all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Company Services (such as the URL(s) of the claimed infringing material); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and an email address; (d) 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; (e) a statement by you that the above information in your notification is accurate and a statement by you, made under penalty of perjury, that you are the owner of an exclusive right that is allegedly infringed or are authorized to act on the owner's behalf; and (f) your physical or electronic signature. Company's Copyright Agent for notification of claimed infringement can be reached as follows: Copyright Agent, C/O GirlFights.Club, Ltd., P.O. Box 207, Vincent, Ohio 45784; Attn: Copyright Agent. Company's Copyright Agent for notification of claimed infringement can also be reached electronically at firstname.lastname@example.org.
If you posted material to Company Services that was removed due to notice by a copyright owner.
If you posted material to Company Services that Company removed due to a notice of claimed infringement from a copyright owner, Company will take reasonable steps promptly to notify you that the material has been removed or disabled. This notice may be by means of a general notice on the Website or by written or electronic communication to such address(es) you have provided to Company, if any. You may provide counter-notification in response to such notice in a written communication that includes substantially all of the following: (i) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (ii) a statement by you, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; (iii) your name, address, telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which Company may be found, and that you will accept service of process from the person who provided notification requesting the removal or disabling of access to the material or such person’s agent; and (iv) your physical or electronic signature.
Please note that, under 17 U.S.C. §512(f), any person who knowingly makes material misrepresentations in a notification of claimed infringement or any counter-notification may be liable for damages.
Your Exposure to Others’ User ContentYou understand that Company does not control the User Content posted by users via the Company Services and, as such, you understand you may be exposed to offensive, inaccurate or otherwise objectionable User Content. Company assumes no responsibility or liability for this type of Content. If you become aware of any misuse of the Company Services, including in violation of any “Restrictions on Use of Company Services,” please report it immediately to Company at email@example.com with the subject line “Violation of Restrictions on Use of Company Services.” Company assumes no responsibility for monitoring the Company Services for inappropriate User Content or user conduct. If at any time, Company chooses in its sole discretion to monitor the Company Services, Company nonetheless assumes no responsibility for Content other than Company Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of any user.
Member DisputesYou are solely responsible for your interactions with other users of the Website and the Company Services, providers of Third Party Services or any other parties with whom you interact on, through or in connection with the Company Services. Company reserves the right, but has no obligation, to become involved in any way with any disputes between you and such parties.
COLLECTION OF INFORMATIONGIRLFIGHT and our service providers collect the following information from and about you:
Registration Information is the information you submit to register for a GIRLFIGHT Service, for example, to create an account, post comments, receive a newsletter, or enter a contest or sweepstakes. Registration Information may include, for example, name, email address, gender, zip code and birthday.
Public Information and Posts consist of comments or content that you post to the GIRLFIGHT Services and the information about you that accompanies those posts or content, which may include a name, user name, comments, likes, status, profile information and picture. Public Information and Posts are always public, which means they are available to everyone and may be displayed in search results on external search engines.
Activity Information. When you access and interact with the GIRLFIGHT Services, Company and its service providers may collect certain information about those visits. For example, in order to permit your connection to the GIRLFIGHT Services, our servers receive and record information about your computer, device, and browser, including potentially your IP address, browser type, and other software or hardware information. If you access the GIRLFIGHT Services from a mobile or other device, we may collect a unique device identifier assigned to that device, geolocation data (including your precise location), or other transactional information for that device.
Cookies and other tracking technologies (such as browser cookies, pixels, beacons, and Adobe Flash technology including cookies) are comprised of small bits of data that often include a de-identified or anonymous unique identifier. GIRLFIGHT’s websites, apps and other services send this data to your browser when you first request a web page and then store the data on your computer or other device so the website or app can access information when you make subsequent requests for pages from that service. These technologies may also be used to collect and store information about your usage of the GIRLFIGHT Services, such as pages you have visited, the video and other content you have viewed, search queries you have run and advertisements you have seen.
Third parties that support the GIRLFIGHT Services by serving advertisements or providing services, such as allowing you to share content (e.g. Facebook) or tracking aggregate GIRLFIGHT Services usage statistics (e.g. Google Analytics), may also use these technologies to collect similar information when you use the GIRLFIGHT Services or third-party services. GIRLFIGHT does not control these third-party technologies and their use is governed by the privacy policies of third parties using such technologies. For more information about third-party advertising networks and similar entities that use these technologies, including your choices with respect to them, see the section entitled “To deliver relevant advertisements,” below.
Most browsers are initially set to accept cookies, but you can change your settings to notify you when a cookie is being set or updated, or to block cookies altogether. Please consult the "Help" section of your browser for more information. Users can manage the use of Flash technologies, with the Flash management tools available at Adobe’s website, see http://www.macromedia.com/support/documentation/en/flashplayer/help/settings_manager.html. Please note that by blocking any or all cookies you may not have access to certain features, content or personalization available through the GIRLFIGHT Services.
Information from Other Sources. We may supplement the information we collect with information from other sources, such as publicly available information from social media services, commercially available sources and information from our Company Affiliates or business partners.
Do Not Track Signals. At this time we do not respond to browser 'Do Not Track' signals, as we await the work of interested stakeholders and others to develop standards for how such signals should be interpreted.
USE AND DISCLOSUREWe use the information we collect from and about you to provide the GIRLFIGHT Services and features to you, including: to measure and improve those GIRLFIGHT Services and features; to improve your experience with both online and off-line GIRLFIGHT Services by delivering content you will find relevant and interesting, including advertising and marketing messages; to allow you to comment on content, and participate in online games, contests, or rewards programs; to provide you with customer support and to respond to inquiries. In order to provide you with content and advertising that is more interesting and relevant to you, we may use the information from and about you to make inferences and predictions about your potential areas of interest. When the information collected from or about you does not identify you as a specific person, we may use that information for any purpose or share it with third parties.
We use the information we collect from and about you for these additional purposes:
To allow service providers to assist us in providing and managing the GIRLFIGHT Services. The information we collect from and about you may be made available to certain third party service providers, such as contractors, analytics and other measurement companies, agents or sponsors, who help us analyze and understand your use of the GIRLFIGHT Services, and manage and/or provide the GIRLFIGHT Services.
To contact you. GIRLFIGHT may periodically send promotional materials or notifications related to the GIRLFIGHT Services. If you want to stop receiving promotional materials, follow the unsubscribe instructions at the bottom of each email. There are certain service notification emails that you may not opt-out of, such as notifications of changes to the GIRLFIGHT Services or policies. If you have installed a mobile app and you wish to stop receiving push notifications, you can change the settings either on your mobile device or through the app.
To share with business partners. GIRLFIGHT may share your information with business partners to permit them to send you marketing communications consistent with your choices.
To complete a merger or sale of assets. If GIRLFIGHT sells all or part of its business or makes a sale or transfer of its assets or is otherwise involved in a merger or transfer of all or a material part of its business (including in connection with a bankruptcy or similar proceedings), GIRLFIGHT may transfer your information to the party or parties involved in the transaction as part of that transaction.
SECURITYGIRLFIGHT uses commercially reasonable administrative, technical, personnel and physical measures to safeguard information in its possession against loss, theft and unauthorized use, disclosure or modification. However, no one can guarantee the complete safety of your information.
USER ACCESS AND CONTROLIf you would like to access, review, correct, update, suppress, or otherwise limit our use of your personal information you have previously provided directly to us, you may contact us as outlined in Section 7. In your request, please include your email address, name, address, and telephone number and specify clearly what information you would like to access, change, update, or suppress. We will try to comply with your request as soon as reasonably practicable.
You may request that we not share your personal information on a going-forward basis with Company Affiliates or unaffiliated third parties for their direct marketing purposes by sending an email to firstname.lastname@example.org, with “GIRLFIGHT: Disclosure Opt-out” in the subject line. Please include your full name, email address, postal address and the relevant GIRLFIGHT Service in the body of the email. We will try to comply with your request(s) as soon as reasonably practicable.
Deletion Rights of Minors. If you are an eligible registered user under 18, you may ask us to remove content or information that you have posted to the GIRLFIGHT Services by writing to email@example.com Please note that your request does not ensure complete or comprehensive removal of the content or information, as, for example, some of your content may have been reposted by another user.
In addition, GIRLFIGHT is not responsible for the privacy or data security practices of other organizations, such as Facebook, Tumblr, Twitter, Apple, Google, Microsoft or any other app developer, app provider, social media platform provider, operating system provider, wireless service provider, or device manufacturer, including in connection with any information you disclose to other organizations through or in connection with the GIRLFIGHT Services.
Remember that even after you cancel your account, copies of some information from your account may remain viewable in some circumstances where, for example, you have shared information with social media or other services. Because of the nature of caching technology, your account may not be instantly inaccessible to others. We may also retain backup information related to your account on our servers for some time after cancelation for fraud detection or to comply with applicable law or our internal security policies. It is not always possible to completely remove or delete all of your information due to technical constraints, contractual, financial or legal requirements.
Sensitive Information. We ask that you not send us, and you not disclose, any sensitive personal information (such as social security numbers, information related to racial or ethnic origin, political opinions, religion or other beliefs, health, criminal background or trade union membership) on or through the GIRLFIGHT Services or otherwise.
DisclaimersTHE COMPANY SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND COMPANY DOES NOT GUARANTEE OR PROMISE ANY SPECIFIC RESULTS FROM USE OF OR CONTINUOUS AVAILABILITY OF THE COMPANY SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES IMPLIED FOR A COURSE OF PERFORMANCE OR COURSE OF DEALING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY MAKES NO WARRANTY THAT YOUR USE OF THE COMPANY SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS TO THE COMPANY SERVICES WILL BE CORRECTED, THAT THE COMPANY SERVICES OR THE SERVERS ON WHICH THEY ARE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY INFORMATION OBTAINED BY YOU ON, THROUGH OR IN CONNECTION WITH THE COMPANY SERVICES OR THIRD PARTY SERVICES (INCLUDING, BUT NOT LIMITED TO, THROUGH USER CONTENT OR THIRD PARTY ADVERTISEMENTS) WILL BE ACCURATE, RELIABLE, TIMELY OR COMPLETE. UNDER NO CIRCUMSTANCES WILL COMPANY BE RESPONSIBLE FOR ANY LOSS OR DAMAGE (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, PROPERTY DAMAGE, PERSONAL INJURY OR DEATH) RESULTING FROM USE OF THE COMPANY SERVICES, PROBLEMS OR TECHNICAL MALFUNCTION IN CONNECTION WITH USE OF THE COMPANY SERVICES, ATTENDANCE AT A COMPANY EVENT, ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED IN CONNECTION WITH THE COMPANY SERVICES, ANY USER CONTENT, ANY THIRD PARTY ADVERTISEMENT OR THIRD PARTY SERVICE TRANSMITTED ON, THROUGH OR IN CONNECTION WITH THE COMPANY SERVICES, OR THE CONDUCT OF ANY USERS OF THE COMPANY SERVICES, WHETHER ONLINE OR OFFLINE. YOUR USE OF USER CONTENT, THIRD PARTY ADVERTISEMENTS, THIRD PARTY SERVICES AND THE GOODS OR SERVICES PROVIDED BY ANY THIRD PARTIES IS SOLELY YOUR RESPONSIBILITY AND AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE COMPANY SERVICES, AND ANY INFORMATION TRANSMITTED OR RECEIVED IN CONNECTION THEREWITH, MAY NOT BE SECURE AND MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES. YOU ASSUME RESPONSIBILITY FOR THE ENTIRE COST OF ANY MAINTENANCE, REPAIR OR CORRECTION TO YOUR COMPUTER SYSTEM OR OTHER PROPERTY OR RECOVERY OR RECONSTRUCTION OF LOST DATA NECESSITATED BY YOUR USE OF THE COMPANY SERVICES.
Limitation on LiabilityIN NO EVENT WILL COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE COMPANY SERVICES. IN JURISDICTIONS THAT DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF SUCH DAMAGES, COMPANY’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE COMPANY SERVICES DURING THE TERM OF YOUR USE OF THE COMPANY SERVICES. YOU ACKNOWLEDGE AND AGREE THAT ANY DAMAGES YOU INCUR ARISING OUT OF COMPANY’S ACTS OR OMISSIONS OR YOUR USE OF THE WEBSITE OR THE COMPANY SERVICES ARE NOT IRREPARABLE AND ARE INSUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING THE AVAILABILITY OF OR ANY PERSON’S ABILITY TO ACCESS ANY PORTION OF THE WEBSITE OR THE COMPANY SERVICES. THE LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
United States JurisdictionCompany provides the Company Services in the United States of America. Company does not represent that the Company Content or the Company Services are appropriate (or, in some cases, available) for use in other locations. If you use the Website or the Company Services from a jurisdiction other than the United States, you agree that you do so of your own initiative, and you are responsible for complying with local laws as applicable to your use of the Website or the Company Services.
Not all of the Site Products are available worldwide or nationwide, and Company makes no representation that you will be able to obtain any Site Product in any particular jurisdiction, either within or outside of the United States.
U.S. Export ControlsSoftware available in connection with the Company Services is further subject to United States export controls. No such software may be downloaded from the Company Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using such software is at your sole risk.
Arbitration Agreement(1) Company, including its Company Affiliates, agents, employees, predecessors in interest, successors, and assigns, and you agree that any and all disputes and claims that each of you and Company may have against the other that arise out of or relate to the Company Services and your use of them, including the breach, termination, enforcement, interpretation or validity of this Agreement, including the agreement to arbitrate (the “Arbitration Agreement”) and the scope or applicability of this Arbitration Agreement (collectively, “Disputes”), including but not limited to the arbitrability of any and all Disputes, and even if the events giving rise to Disputes occurred before this Arbitration Agreement became effective, will be resolved in a binding, confidential, individual and fair arbitration process, and not in court. Each of you and Company agrees to give up the right to sue in court. Each of you and Company also agrees to give up the right to have claims heard by a jury and the ability to seek to represent, in a class action or otherwise, anyone but each of you and Company (see paragraph 9 below). The only exceptions to this Arbitration Agreement are that (i) each of you and Company retains the right to sue in small claims court and (ii) each of you and Company may bring suit in court against the other to enjoin infringement or other misuse of intellectual property rights.
(2) This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act, 9 U.S.C. §§ 1-16, governs the interpretation and enforcement of this Arbitration Agreement. This Arbitration Agreement shall survive termination of this Agreement.
(3) Any arbitration between you and Company will be conducted by the American Arbitration Association (the “AAA”) and will be governed by the AAA’s Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available online at www.adr.org, or by calling the AAA at 1-800-778-7879. The arbitration will be conducted by a single arbitrator. If you and we cannot agree on who that single arbitrator should be, then the AAA shall appoint an arbitrator. The arbitrator is bound by the terms of this Agreement.
(4) If either you or Company wants to arbitrate a claim, you or Company must first send by mail to the other a written Notice of Dispute (“Notice”) that sets forth the name, address, and contact information of the party giving notice, the specific facts giving rise to the Dispute, the Company Service to which the Notice relates, and the relief requested. Your Notice to the Company must be sent by mail to Arbitration Notice of Dispute, 2121 Avenue of the Stars, 7th Floor, Los Angeles, California, 90067. The Company will send any Notice to you at the contact information we have for you or that you provide. It is the sender’s responsibility to ensure that the recipient receives the Notice. During the first 45 days after you or we send a Notice to the other, you and we may try to reach a settlement of the Dispute.
If you and we do not resolve the Dispute within 45 days, either you or we may initiate arbitration in accordance with the rules and procedures provided for by the AAA. A form for initiating formal arbitration may be found on the AAA’s website at www.adr.org (“Arbitration Form”). In addition to filing this Arbitration Form with AAA in accordance with its rules and procedures, you must send a copy of this completed Arbitration Form to the Company at the address listed above to which you sent your Notice of Dispute.
(5) AAA charges fees to conduct arbitrations. Ordinarily, the claimant has to pay that fee to start a case, but if you wish to commence an arbitration against Company, and you are seeking to recover less than $10,000 (inclusive of attorneys’ fees), you will not have to pay this filing fee; Company will pay it on your behalf. If you are seeking to recover $10,000 or more, you will have to pay the filing fee charged by AAA, but Company will reimburse that fee if you win the arbitration.
(6) If you are seeking to recover $10,000 or less, AAA rules provide that the Dispute should be resolved without a hearing, by submission of documents only. Either you or we may request a hearing, however, and be responsible for the fees associated with it. If the arbitrator recommends a hearing even if neither you nor we request one, Company will pay the arbitrator’s fees associated with the hearing. If the claim is for more than $10,000, the manner and place of the hearing will be determined in accordance with the AAA Rules.
(7) Regardless of how the arbitration proceeds, the arbitrator shall issue a reasoned written decision sufficient to explain his or her findings and conclusions.
(8) Each of you and Company may incur attorneys’ fees during the arbitration. In addition to whatever rights you may have to recover your attorneys’ fees under applicable law, if you prevail in the arbitration, and if Company failed to make a settlement offer to you before the arbitration or the amount you win is at least 25% greater than Company’s highest settlement offer, then Company will pay your reasonable attorneys’ fees in addition to the amount the arbitrator awarded. If Company wins the arbitration, you will be responsible for your own attorneys’ fees. In addition, if the arbitrator, at the request of the winning party, finds that the losing party brought a claim or asserted a defense frivolously or for an improper purpose, then regardless of the amount in dispute, the arbitrator must order the losing party to pay both sides’ arbitration fees and may order the losing party to pay the winning party’s reasonable attorneys’ fees, unless such an award of fees is prohibited by applicable law.
(9) The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. The arbitrator may not order Company to pay any monies to or take any actions with respect to persons other than you, unless Company explicitly consents in advance, after an arbitrator is selected, to permit the arbitrator to enter such an order. YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR MULTI-CLAIMANT PROCEEDING. Further, unless Company agrees, the arbitrator may not consolidate other persons’ claims with yours, and may not otherwise preside over any form of a representative, multi-claimant or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Arbitration Agreement shall be null and void, but the rest of this Agreement, including the provisions governing where actions against Company must be pursued, will remain in effect.
(10) You and Company agree to maintain the confidential nature of the arbitration proceeding and shall not disclose the fact of the arbitration, any documents exchanged as part of any mediation, proceedings of the arbitration, the arbitrator’s decision and the existence or amount of any award, except as may be necessary to prepare for or conduct the arbitration (in which case anyone becoming privy to confidential information must undertake to preserve its confidentiality), or except as may be necessary in connection with a court application for a provisional remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or court order.
Governing LawThe Agreement will be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of law provisions. Except with respect to Disputes to be resolved through an arbitration process in accordance with the Arbitration Agreement contained above, you and Company agree to submit to the exclusive jurisdiction of the courts located in New York, New York to resolve any Dispute arising out of the Agreement or the Company Services. YOU HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THIS AGREEMENT, THIS WEBSITE OR THE COMPANY SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION ACCRUES. AFTER SUCH PERIOD, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
IndemnityYou agree to indemnify and hold Company, its Company Affiliates, subcontractors and other partners, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including, but not limited to, reasonable attorneys' fees, made by any third party due to or arising out of or in connection with your use or misuse of the Website or the Company Services (including, without, limitation, any use of your account, whether or not authorized by you), your breach of this Agreement, your violation of any rights of another or any Content that you Transmit through the Company Services.
Unsolicited SubmissionsCompany does not knowingly accept, via the Company Services or otherwise, unsolicited submissions including, without limitation, submissions by you of blog ideas, articles, scripts, story lines, fan fiction, characters, drawings, information, suggestions, proposals, ideas or concepts. Company requests that you do not make any unsolicited submissions. Any similarity between an unsolicited submission and any elements in any Company or Affiliated Company creative work including, without limitation, a film, series, story, title or concept would be purely coincidental. If you do send any submissions to Company via the Company Services that are unsolicited (including but not limited to any Forum), however, you agree that (i) your unsolicited submissions are not being made in confidence or trust and that by making such submissions no contractual or fiduciary relationship is created between you and Company; (ii) any such unsolicited submissions and copyright become the property of and will be owned by Company (and are not User Content licensed by you to Company under “Your Proprietary Rights in and License to Your User Content”) and may be used, copied, sublicensed, adapted, transmitted, distributed, publicly performed, published, displayed or deleted as Company sees fit; (iii) you are not entitled to any compensation, credit or notice whatsoever in connection with such submissions; and (iv) by sending an unsolicited submission you waive the right to make any claim against Company or Company Affiliates relating to any unsolicited submissions by you, including, without limitation, unfair competition, breach of implied contract or breach of confidentiality.
Employment OpportunitiesCompany may, from time to time, post Company employment opportunities on the Company Services and/or invite users to submit resumes to it. If you choose to submit your name, contact information, resume and/or other personal information to Company in response to employment listings, you are authorizing Company to utilize this information for all lawful and legitimate hiring and employment purposes. Company also reserves the right, at its sole discretion, to forward the information you submit to its Company Affiliates for legitimate business purposes. Nothing in this Agreement or contained in the Company Services will constitute a promise by Company to contact, interview, hire or employ any individual who submits information to it, nor will anything in this Agreement or contained in the Company Services constitute a promise that Company will review any or all of the information submitted to it by users of the Company Services.
OtherThe failure of Company to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. The Section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. Except as otherwise expressly provided herein, if any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
You agree that any notices the Company may be required by Applicable Law to send to you will be effective upon Company’s sending an e-mail message to the e-mail address you have on file with Company or publishing such notices on the informational page(s) of the Website.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Company as a result of this Agreement or your use of the Company Services. A printed version of this Agreement and of any notice related to it shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent as other business documents and records originally generated and maintained in printed form.
Nothing contained in this Agreement limits Company’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Company Services or information provided to or gathered by us in connection with such use.
Please contact us at: Contact firstname.lastname@example.org with any questions regarding this Agreement.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.