Terms of Service
Last updated April 9, 2023
TABLE OF CONTENTS
These Terms of Use constitute a legally binding agreement made between you,
whether personally or on behalf of an entity (“you”) and Stellar ("Company,"
“we," “us," or “our”),
concerning your access to and use of the
https://stellarlearning.app
website as well as any other media form, media channel, mobile website or mobile
application related, linked, or otherwise connected thereto (collectively, the “Site”).
You agree that by accessing the Site, you have read, understood, and agreed to be bound
by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, 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 Use from time to time. We will alert you about any changes by updating the “Last updated” date
of these Terms of Use, 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 Use by your continued use of the Site after the
date such revised Terms of Use 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 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 Use prior to you using
the Site.
2.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 Use, no part of the Site and no Content or Marks may be
copied, reproduced, 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 permission.
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 Marks.
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 Use; (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 portion
thereof).
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.
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 to:
- 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 passwords.
- 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 therein.
- 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 misconduct.
- 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 Content.
- 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 Site.
- 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 limited to Flash, PHP, HTML, JavaScript, or
other code.
- 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 software.
- 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 pretenses.
- 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
enterprise.
- Use the Site to advertise or offer to sell goods
and services.
- Sell or otherwise transfer your profile.
6. USER GENERATED CONTRIBUTIONS
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 party.
- 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 Use.
- You 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 Use.
- Your Contributions are not false, inaccurate, or
misleading.
- Your Contributions are not unsolicited or unauthorized
advertising, promotional materials, pyramid schemes, chain
letters, spam, mass mailings, or other forms of
solicitation.
- Your Contributions are not obscene, lewd, lascivious,
filthy, violent, harassing, libelous, slanderous, or
otherwise objectionable (as determined by us).
- Your Contributions do not ridicule, mock, disparage,
intimidate, or abuse anyone.
- Your 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 rule.
- 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 Use,
or any applicable law or regulation.
Any use of the Site in violation of the foregoing violates
these Terms of Use 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 Siteor making Contributions accessible to the Site by
linking your account from the Site to any of your
social networking accounts, 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 channels.
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 Contributions.
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.
8. GUIDELINES FOR REVIEWS
We may provide you areas on the Site to leave reviews or ratings. When
posting a review, you must comply with the following criteria: (1) you
should have firsthand experience with the person/entity being reviewed; (2)
your reviews should not contain offensive profanity, or abusive, racist,
offensive, or hate language; (3) your reviews should not contain
discriminatory references based on religion, race, gender, national origin,
age, marital status, sexual orientation, or disability; (4) your reviews
should not contain references to illegal activity; (5) you should not be
affiliated with competitors if posting negative reviews; (6) you should not
make any conclusions as to the legality of conduct; (7) you may not post any
false or misleading statements; and (8) you may not organize a campaign
encouraging others to post reviews, whether positive or negative.
We may accept, reject, or remove reviews in our sole discretion. We have
absolutely no obligation to screen reviews or to delete reviews, even if
anyone considers reviews objectionable or inaccurate. Reviews are not
endorsed by us, and do not necessarily represent our opinions or the views
of any of our affiliates or partners. We do not assume liability for any
review or for any claims, liabilities, or losses resulting from any review.
By posting a review, you hereby grant to us a perpetual, non-exclusive,
worldwide, royalty-free, fully-paid, assignable, and sublicensable right and
license to reproduce, modify, translate, transmit by any means, display,
perform, and/or distribute all content relating to reviews.
9. 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 Use. 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 application.
Apple and Android Devices
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 Use 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 Use, 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 Use against you as a third-party
beneficiary thereof.
10. SOCIAL MEDIA
As part of the functionality of the Site, you may link your account with online
accounts you have with third-party service providers (each such account, a
“Third-Party Account”) by either: (1) providing your Third-Party Account login
information through the Site; or (2) allowing us to access your Third-Party Account,
as is permitted under the applicable terms and conditions that govern your use of
each Third-Party Account. You represent and warrant that you are entitled to
disclose your Third-Party Account login information to us and/or grant us access to
your Third-Party Account, without breach by you of any of the terms and conditions
that govern your use of the applicable Third-Party Account, and without obligating
us to pay any fees or making us subject to any usage limitations imposed by the
third-party service provider of the Third-Party Account. By granting us access to
any Third-Party Accounts, you understand that (1) we may access, make available, and
store (if applicable) any content that you have provided to and stored in your
Third-Party Account (the “Social Network Content”) so that it is available on and
through the Site via your account, including without limitation any friend lists and
(2) we may submit to and receive from your Third-Party Account additional
information to the extent you are notified when you link your account with the
Third-Party Account. Depending on the Third-Party Accounts you choose and subject to
the privacy settings that you have set in such Third-Party Accounts, personally
identifiable information that you post to your Third-Party Accounts may be available
on and through your account on the Site. Please note that if a Third-Party Account
or associated service becomes unavailable or our access to such Third Party Account
is terminated by the third-party service provider, then Social Network Content may
no longer be available on and through the Site. You will have the ability to disable
the connection between your account on the Site and your Third-Party Accounts at any
time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS
ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S)
WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social
Network Content for any purpose, including but not limited to, for accuracy,
legality, or non-infringement, and we are not responsible for any Social Network
Content. You acknowledge and agree that we may access your email address book
associated with a Third-Party Account and your contacts list stored on your mobile
device or tablet computer solely for purposes of identifying and informing you of
those contacts who have also registered to use the Site. You can deactivate the
connection between the Site and your Third-Party Account by contacting us using the
contact information below or through your account settings (if applicable). We will
attempt to delete any information stored on our servers that was obtained through
such Third-Party Account, except the username and profile picture that become
associated with your account.
11. SUBMISSIONS
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.
12. THIRD-PARTY WEBSITE 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 Use 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 Websites.
We reserve the right, but not the obligation, to: (1) monitor the Site for
violations of these Terms of Use; (2) take appropriate legal action against
anyone who, in our sole discretion, violates the law or these Terms of Use,
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.
14. PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy:https://stellarlearning.app/privacy-policy . By using the Site, you agree to be bound by our Privacy Policy,
which is incorporated into these Terms of Use. 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 Site as quickly as
is reasonably practical.
15. COPYRIGHT INFRINGEMENTS
We respect the intellectual property rights of others. If you believe that any
material available on or through the Site infringes upon any copyright you own or
control, please immediately notify us using the contact information provided below
(a “Notification”). A copy of your Notification will be sent to the person who
posted or stored the material addressed in the Notification. Please be advised that
pursuant to applicable law you may be held liable for damages if you make material
misrepresentations in a Notification. Thus, if you are not sure that material
located on or linked to by the Site infringes your copyright, you should consider
first contacting an attorney.
These Terms of Use shall remain in full force and effect while you use the
Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, 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 USE OR OF ANY
APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE
SITE OR DELETE YOUR ACCOUNT ANDANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR
SOLE DISCRETION.
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 Use will be construed to obligate us to maintain
and support the Site or to supply any corrections, updates, or releases in
connection therewith.
These Terms of Use and your use of the Site are governed by and construed in
accordance with the laws of the State of California
applicable to agreements made and to be entirely performed withinthe State of California, without regard to its conflict of law principles.
Any legal action of whatever nature brought by either you or us
(collectively, the “Parties” and individually, a “Party”) shall
be commenced or prosecuted in the
state and federal courts
located in United States of America, California, 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 Use.In no event shall any claim, action, or proceeding
brought by either Party related in any way to the
Site be commenced more than one (1) years after the cause of action arose.
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
APPROPRIATE.
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 AMOUNT PAID, IF ANY, BY YOU TO USDURING THE six (6) mONTH PERIOD PRIOR TO ANY CAUSE OF
ACTION ARISING. 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 Use; (4) any breach of your representations and warranties set forth in these
Terms of Use; (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.
We will 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.
25. 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 RESIDENTS
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 Use 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 Use shall not operate as a waiver of
such right or provision. These Terms of Use 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 Use is
determined to be unlawful, void, or unenforceable, that provision or part of
the provision is deemed severable from these Terms of Use 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 Use or use of the Site. You
agree that these Terms of Use 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 Use and the lack of signing
by the parties hereto to execute these Terms of Use.
In order to resolve a complaint regarding the Site or to receive
further information regarding use of the Site, please contact us at: