This Terms of Service Agreement (“Agreement”) is entered into by and between AIRWAIVE INC (“Company”) or (“Airwaive”) and you, and is made effective as of the date of your use of this website, inclusive of all subdomains on airwaive.com (“Site”), or the date of electronic acceptance.
This Agreement sets forth the general terms and conditions of your use of the Site and the products and/or services purchased or accessed through this Site (the “Services”).
Company may, in its sole and absolute discretion, change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of this Site or the Services after such changes or modifications have been made shall constitute your acceptance of this Agreement as last revised.
IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT AS LAST REVISED, DO NOT USE (OR CONTINUE TO USE) THIS SITE OR THE SERVICES.
This Site and the Services are available only to Users who can form legally binding contracts under applicable law. By using this Site or the Services, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, and (iii) are not a person barred from purchasing or receiving the Services found under the laws of the United States or other applicable jurisdiction.
If you are entering into this Agreement on behalf of a company or any corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms “you”, “your”, “User” or “customer” shall refer to such corporate entity. If, after your electronic acceptance of this Agreement, Company finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement.
OPERATORS ON AIRWAIVE
As a network operator (“Operator”), Airwaive offers you the ability to plan and manage wireless access points for your network, including the ability to discover and contract with property owners (“Host”) and partners (“Partner”). An individual user account (“Operator User”) is required to access Airwaive and is managed by your company’s Airwaive administrator (“Operator Administrator”). If you do not have credentials to access Airwaive, contact your company’s Operator Administrator, or contact Airwaive to locate the administrator.
A company, and its Operator Administrator account, are registered with Airwaive using a unique registration code. Your company must be an eligible network operator, determined solely by Airwaive, and receive an invitation link and registration code from Airwaive to register an Operator Administrator account.
Your company may use Airwaive’s Site Planner features at no cost for up to one thousand (1,000) unique site queries (“Site Query”) per calendar month. Site Planner features are detailed on Airwaive’s web site at www.airwaive.com/operators. A Site Query is a unique lookup of a location or site by using an address or by scrolling to a new location on the map. The total count of Site Queries is determined by the sum of all Site Queries in the calendar month by your company’s Operator Users and Operator Administrators. If your company requires a plan that includes more than one thousand unique Site Queries per calendar month, your company has the option to upgrade its plan with Airwaive.
In addition to this Agreement, you agree to be bound by the terms of any agreements established directly between your company and Airwaive, if applicable.
Your company may use Airwaive to define a geographic area which wireless coverage is desired and assign requirements and a value to such area (“Offer”) to acquire a Host property. An Offer value includes the monthly fee (“Fee”) that will be paid to the Host and the contract duration of the payments (“Contract Term” or “Term”). You define, at your sole discretion, these Fees and Contract Term duration.
You agree to provide details of the equipment that will be presented in an Offer to a Host for the equipment that will be installed at a Host property (“Operator Equipment” or “Equipment”). You may elect to have the Host purchase this equipment, or you may elect to provide this equipment to the Host at no cost. If a Host is required to purchase equipment, you agree to provide the equipment price in the Offer and the process for the Host to acquire the equipment after purchase.
You may require Hosts to meet certain specifications or may request Hosts to perform certain tasks, beyond general requirements expected of Hosts according to these Airwaive Terms of Services. Your requirements of the Host may be configured in Airwaive as the terms and conditions between you and the Host and are included in the Offer.
You understand that Airwaive, after the creation and confirmation of the Offer, will send your Offer to potential Hosts based on your specifications.
After a Host has accepted your Offer and submitted a claim (“Claim”), you may accept the Host and complete a contract between you and the Host. Airwaive will provide information about the Host for you to decide your acceptance of the Host property. You may contact the Host, through Airwaive or other means, for further information to make an acceptance decision or modify the Offer. If you decline the Host Claim, the Host will be notified and will be removed from your Airwaive queue. If you accept the Host Claim, a contract is created between you and the Host.
You are expected to fulfill any obligations that you define in your contract between you and a Host or Partner, including timely payment of fees.
Your Cancellation of Host Contract. You may cancel a contract between you and a Host prior to the contract’s expiration if (i) the Host is in breach of these Airwaive Terms of Services, or (ii) the Host is in breach of your terms or service level agreement, or (iii) your terms specify the conditions for early termination and such conditions have been satisfied. You shall pay the fees for the current month in which the cancellation is effective and are not obligated to pay fees for any subsequent month after the cancellation.
Host Cancellation of Your Contract. A Host may cancel your contract under certain situations. You are not obligated to pay fees for the month in which the Host cancels the contract. Airwaive will make reasonable efforts to find a replacement Host.
Your Cancellation of Airwaive Agreement. You may cancel this Agreement without cause at any time by deactivating your Airwaive account. You are obligated to pay all fees for all Host and Partner contracts until each contract expires or is cancelled.
HOSTING ON AIRWAIVE
As a Host, Airwaive offers you the opportunity to earn money hosting wireless access points on behalf of network operators. Network operators define a geographic area which wireless coverage is desired and assign requirements and a value (Offer) for Hosts to be an access point residing in the desired coverage area. You are in control of each Offer, choosing to accept or decline the opportunity.
When you accept an Offer, you are entering into a contract directly with the Operator and are responsible for delivering the service defined in the Offer terms (“Host Service”). The Offer terms include terms in this Agreement and any supplemental Operator terms which are prominently disclosed in the Offer description.
If you work with a co-host or host as part of a team, business, or other organization, the entity and each individual who participates in Host Services is responsible and liable as a Host under this Agreement. If you accept terms and enter into contracts, you represent and warrant that you are authorized to enter into contracts for and bind your team, business or other organization, and that each entity you use is in good standing under the laws of the place where it is established. If you perform other functions, you represent and warrant that you are authorized to perform those functions.
Your relationship with Airwaive is that of an independent individual or entity and not an employee, agent, joint venturer, or partner of Airwaive, except that Airwaive acts as a payment collection agent. Airwaive does not direct nor control your Host Service, and you agree that you have complete discretion whether and when to provide Host Services.
Airwaive provides tools that make it easy for you to be notified of and accept Offers. To accept an Offer, you must have rights to install and operate wireless equipment at the property address (“Property”) you provided to receive the Offer. To accept an Offer, you must also agree to all terms and conditions presented in the Offer, including your compensation, which may include a fixed monthly payment and/or a variable monthly payment. An Offer may also include payment deductions from the quoted monthly payment if one or more requirements are not met during the month. You are responsible for understanding the terms and payment calculations of an Offer before accepting it. If you do not have rights to install and operate wireless equipment at the Property, and have been added to the waitlist for an Offer or have accepted an Offer, Airwaive will remove you from the Offer and reserves the right to remove you from all future Services. Airwaive reserves the right to do an address verification check on the property listed as the Property, or a background check on you, at anytime after accepting an Offer, to ensure qualifications are met to become a Host.
You are also responsible for understanding and complying with any laws, rules, regulations, and contracts with third parties that apply to your Offer or Host Service. For example, some homeowner and condominium association rules restrict or prohibit hosting wireless access point equipment. Some cities have zoning or other laws restricting hosting of wireless access point equipment. Some jurisdictions require Hosts to register, get a permit, or obtain a license to provide Host Services. Check your local rules to learn what rules apply to you. Information we provide regarding legal requirements is for informational purposes only and you should independently confirm your obligations. If you have questions about how local laws apply you should always seek legal advice.
After accepting an Operator’s Offer (or the Host rejects the original Offer and accepts a modified Offer), the Operator shall execute an agreement with the Host otherwise the Offer will expire upon the thirtieth (30th) day following the date the Host accepted the Operator’s Offer.
You are expected to host a wireless access point that connects wireless devices within proximity of your access point to the Operator’s network. You may choose to accept an Offer from more than one Operator. The tasks and requirements for Host Services may differ by Operator and are included in the terms and conditions of each Offer. You are responsible for understanding these tasks and requirements, including any service level agreements, before accepting an Offer.
You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you allow to participate in your Host Services.
As a Host, you should not cancel on an Operator before the end of the Offer term without a valid reason or applicable law. If you cancel on an Operator without such a valid reason, we may impose a cancellation fee and other consequences by withholding future payouts.
HOST LOCATION CHANGE OF OWNERSHIP
If you sell your property or have any change of ownership (exclusive of affiliated parties), you agree to notify Airwaive prior to such change at firstname.lastname@example.org. Upon confirmation, you agree that your payments are fully paid to the date of ownership change and that the new property owner at the Property is the recipient of future payments beginning on the date of ownership change, unless otherwise agreed to by the parties of the transaction.
You agree that you have had the opportunity to investigate the Airwaive platform and any laws, rules, regulations, or obligations that may be applicable to your Offer or Host Services and that you are not relying upon any statement of law made by Airwaive.
As a Host, you are responsible for determining and fulfilling your obligations under applicable laws to report and remit any applicable VAT, income or other taxes (“Taxes”). In certain jurisdictions, Tax regulations may require that we collect and/or report Tax information about you, or withhold Taxes from payouts to you, or both. If you fail to provide us with documentation that we determine to be sufficient to support any such obligation to withhold Taxes from payouts to you, we may withhold payouts up to the amount as required by law, until sufficient documentation is provide. You agree that Airwaive may issue on your behalf invoices or similar documentation for VAT, GST, consumption or other Taxes for your Host Services to facilitate accurate tax reporting by you, our Operators, and/or their organizations. Upon request by Host, Airwaive will provide documentation, on a site-by-site basis, showing that taxes have been remitted.
HOSTING COMPLAINTS AND DAMAGES
If your real or personal property is damaged during the installation or maintenance of wireless access point equipment, or as a result of the operations of the equipment, and you can provide evidence that the damage was caused by the Operator or the Operator’s contractor (“Damage Claim”), you may (but are not required to) seek compensation through Airwaive’s resolution process by contacting email@example.com. The Operator will be given an opportunity to respond within ten (10) days from receipt of Airwaive’s request. If the Operator agrees to pay, or Airwaive determines in its sole discretion that the Operator (or the Operator’s contractors) is responsible for the Damage Claim, Airwaive can collect any sums required to cover the Damage Claim from the Operator and/or against any security deposit. You agree to cooperate in good faith, provide any information Airwaive requests, and take further reasonable action, in connection with Damage Claims, complaints, claims under insurance policies, or other claims related to your provision or use of Host Services. Notwithstanding the above, you may seek reimbursement directly from the Operator through the terms of your agreement with the Operator.
PARTNERS ON AIRWAIVE
As a Partner, Airwaive offers you the opportunity to list products and services (“Partner Solutions”) in the Airwaive marketplace for potential customers, including Operators, to discover and purchase from you.
Partner Solutions may be listed on Airwaive (“Listings”) with detailed information for a potential customer to purchase or enter into a contract with you, including but not limited to: product name, product description, product price, product acceptance terms and a landing page URL for more information or to contact you directly.
When you create a Listing, you are entering into a contract directly with the customer and are responsible for delivering the Partner Solution defined in the Listing terms. You also agree to pay applicable fees such as Airwaive’s service fee (and applicable taxes) for each Listing.
As a Partner, you agree to keep your Partner Solution information stored in Airwaive up to date. You are responsible for incorrect data in Airwaive. If you enter into a contract with a customer, you are responsible for fulfilling the obligations set forth in the product acceptance terms.
As a Partner, you are responsible for determining and fulfilling your obligations under applicable laws to report and remit any applicable VAT, income or other taxes (“Taxes”). In certain jurisdictions, Tax regulations may require that we collect and/or report Tax information about you, or withhold Taxes from payouts to you, or both. If you fail to provide us with documentation that we determine to be sufficient to support any such obligation to withhold Taxes from payouts to you, we may withhold payouts up to the amount as required by law, until sufficient documentation is provide. You agree that Airwaive may issue on your behalf invoices or similar documentation for VAT, GST, consumption or other Taxes for your Partner Solutions to facilitate accurate tax reporting by you, our Operators, and/or their organizations.
Unless otherwise agreed, the Contract Term and payments shall commence on the earlier of: (i) commencement of installation of Operator Equipment at the contracted Host Property; or (ii) 90 days after a signed Offer by both the Operator and Host.
As an Operator, all Fees set forth in the Offer shall be paid by you within fifteen (15) days of the date of applicable invoice. You are required to pay any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Airwaive. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.
Electronic Invoice. A monthly invoice will be sent electronically by the seventh (7th) day of each calendar month. The invoice will include a summary of all Fees, for all accepted Host Offers, for your account.
Host Prorated Fees. Fees for Host Offers are prorated for the first and last calendar months of the Host Service. The prorated amount is based on multiplying the value of the Offer and a ratio determined by the number of active days of the Host Service in that month divided by the remaining number days in that month.
New Host Security Deposit. You agree to a Host security deposit for each Host equal to one (1) month Fee as defined by the Offer value, to be retained by Airwaive. Airwaive may apply any of the Host security deposit to cure Operator’s breach of this Agreement, or to cover Host operational or damage expenses in accordance with the Offer. The remaining balance of the Host security deposit will be returned to you in the month following the termination of the Host’s contract, and thereupon Airwaive shall be discharged from any further liability with respect to such Host security deposit.
As a Host, you will be paid monthly according to the terms of the agreement executed between the Host and the Operator, by the seventh (7th) day of each calendar month, following the month in which Host Service is provided and the Offer fee has been collected by Airwaive from the Operator.
Host payments are prorated for the first and last calendar months of your Host Service. The prorated amount is based on multiplying the value of the Offer and a ratio determined by the number of active days of your Host Service in that month divided by the remaining number days in that month.
Host payments may have a variable compensation that is dependent on factors such as the number of connections to the wireless access point or the total throughput data of the wireless access point. The terms of any variable payment are clearly presented in your Offer and the terms of the agreement between the Host and Operator.
All payments due and owing under these Terms, any Offer, or any Operator Agreement, from an Operator to Host, or from an Operator to Airwaive, shall be made by wire transfer or automated clearing house (“ACH”) transfer by Operator directly to an account designated by Airwaive from time to time. Any payouts due and owing under these Terms, any Offer, or any Operator Agreement, from Airwaive to a Host, shall be made via wire transfer or automated clearing house (“ACH”) transfer by Airwaive directly to an account designated by Host. Both Operator and Host shall execute, return to Airwaive, and keep up-to-date an ACH Authorization Agreement irrevocably authorizing Airwaive to initiate ACH transfers for this purpose, in the amounts required or permitted under these Terms, any Offer, or any Operator Agreement, identifying the relevant financial and banking account information for the designated payment account(s). Neither the Operator nor the Host shall revoke Airwaive’s authority to initiate ACH transfers as hereby contemplated, nor change, modify, close, or otherwise alter or affect the designated payment account, and shall be responsible for all costs, expenses, or other fees and charges incurred by Airwaive as a result of any failed or returned ACH transfers, whether resulting from insufficient funds being available in the designated payment account, or otherwise. Operator and Host shall cooperate with Airwaive and undertake any and all required actions, execute any required documents, instruments, or agreements, and otherwise do any other thing required or requested by Airwaive in order to effectuate the requirements of this section.
LIMITED COLLECTION AGENT
Airwaive shall be the payment collection agent solely for the limited purpose of accepting and processing funds from Operators and remitting payouts to Hosts, subject to and in accordance with these Terms and any Offer or Operator Agreement entered into by such Host and Operator. Airwaive shall have no responsibility except for the performance of Airwaive’s express duties under these Terms and no additional duties shall be inferred or implied. Airwaive shall not be responsible or liable for any act or omission in the performance of its duties as limited collection agent unless such act or omission constitutes bad faith, gross negligence, or fraud, but in any event may rely solely upon the representations made to it by a Host or an Operator under these Terms, in such Offer, or such Operator Agreement, including any ACH authorization agreement executed by the Host or the Operator.
If Airwaive is unable to collect any amounts owed under these Terms, an Offer, or an Operator Agreement by an Operator to a Host or to Airwaive, then Airwaive may engage in collection efforts to collect and recover such unpaid and owed amounts from the Operator. Owed amounts shall be considered overdue when thirty (30) days have elapsed from the date on which Airwaive first attempted to charge the Operator’s payment account or initiate the ACH transfer. Uncollected overdue payments shall be considered to be in default when ninety (90) days have elapsed from such date. Airwaive retains the right to utilize a third-party collection agent for the enforcement and collection of any overdue payments in default.
Airwaive offers a platform that enables Operators to publish Offers and search for Host Services and Partners. Although the company works hard to ensure that all users have great experiences using the platform, Airwaive does not and cannot control the conduct of Operators, Hosts and Partners. You acknowledge that Airwaive has the right, but does not have any obligation, to monitor for the use of the Airwaive platform and information provided by our users. For example, we may review, disable access to, remove, or edit content to: (i) operate, secure and improve the Airwaive platform; (ii) ensure user compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) address content that Airwaive determines is harmful or objectionable; (v) take actions set out in these Terms; and (vi) maintain and enforce any quality or eligibility criteria, including by removing content that don’t meet quality and eligibility criteria. You acknowledge and agree that Airwaive administers its policies, including decisions about whether and how to apply them to a particular situation, at its sole discretion. You agree to cooperate with and assist Airwaive in good faith, and to provide Airwaive with such information and take such actions as may be reasonably requested by Airwaive with respect to any investigation undertaken by Airwaive regarding the use or abuse of the Airwaive Platform.
RULES OF USER CONDUCT
By using this Site, you acknowledge and agree that:
- Your use of this Site, including any content you submit, will comply with this Agreement and all applicable local, state, national and international laws, rules and regulations.
You will not use this Site in a manner that:
- Is illegal, or promotes or encourages illegal activity;
- Promotes, encourages or engages in child pornography or the exploitation of children;
- Promotes, encourages or engages in terrorism, violence against people, animals, or property;
- Promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;
- Infringes on the intellectual property rights of another User or any other person or entity;
- Violates the privacy or publicity rights of another User or any other person or entity, or breaches any duty of confidentiality that you owe to another User or any other person or entity;
- Interferes with the operation of this Site;
- Contains or installs any viruses, worms, bugs, Trojan horses, Cryptocurrency Miners or other code, files or programs designed to, or capable of, using many resources, disrupting, damaging, or limiting the functionality of any software or hardware.
You will not:
- copy or distribute in any medium any part of this Site, except where expressly authorized by Company,
- copy or duplicate this Terms of Services agreement
- modify or alter any part of this Site or any of its related technologies,
- access Companies Content (as defined below) or User Content through any technology or means other than through this Site itself.
You are responsible for maintaining the confidentiality and security of your account credentials and may not disclose credentials to any third party. You must immediately notify Airwaive if it is suspected that credentials have been lost, stolen, or account is otherwise compromised. You are responsible and liable for all activities conducted through your Airwaive Account by your employees.
In addition to the general rules above, the provisions in this Section apply specifically to your use of Companies Content posted to Site. Companies Content on this Site, including without limitation the text, software, scripts, source code, API, graphics, photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained therein (“Companies Content”), are owned by or licensed to AIRWAIVE INC in perpetuity, and are subject to copyright, trademark, and/or patent protection.
Companies Content is provided to you “as is”, “as available” and “with all faults” for your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of Company. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement.
YOUR USE OF USER CONTENT
Some of the features of this Site may allow Users to view, post, publish, share, or manage (a) ideas, opinions, recommendations, or advice (“User Submissions”), or (b) literary or other content, including but not limited to photos and videos (together with User Submissions, “User Content”). By posting or publishing User Content to this Site, you represent and warrant to Company that (i) you have all necessary rights to distribute User Content via this Site or via the Services, either because you are the author of the User Content and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the User Content, and (ii) the User Content does not violate the rights of any third party.
You agree not to circumvent, disable or otherwise interfere with the security-related features of this Site (including without limitation those features that prevent or restrict use or copying of any Companies Content or User Content) or enforce limitations on the use of this Site, the Companies Content or the User Content therein.
COMPANIES USE OF USER CONTENT
The provisions in this Section apply specifically to Companies use of User Content posted to Site.
You shall be solely responsible for any and all of your User Content or User Content that is submitted by you, and the consequences of, and requirements for, distributing it.
With Respect to User Submissions, you acknowledge and agree that:
- Your User Submissions are entirely voluntary.
- Your User Submissions do not establish a confidential relationship or obligate Company to treat your User Submissions as confidential or secret.
- Company has no obligation, either express or implied, to develop or use your User Submissions, and no compensation is due to you or to anyone else for any intentional or unintentional use of your User Submissions.
Company shall own exclusive rights (including all intellectual property and other proprietary rights) to any User Submissions posted to this Site, and shall be entitled to the unrestricted use and dissemination of any User Submissions posted to this Site for any purpose, commercial or otherwise, without acknowledgment or compensation to you or to anyone else.
With Respect to User Content, by posting or publishing User Content to this Site, you authorize Company to use the intellectual property and other proprietary rights in and to your User Content to enable inclusion and use of the User Content in the manner contemplated by this Site and this Agreement.
You hereby grant Company a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content in connection with this Site, including without limitation for promoting and redistributing all or part of this Site in any media formats and through any media channels without restrictions of any kind and without payment or other consideration of any kind, or permission or notification, to you or any third party.
You also hereby grant each User of this Site a non-exclusive license to access your User Content through this Site, and to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content as permitted through the functionality of this Site and under this Agreement.
The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content from this Site. You understand and agree, however, that Company may retain (but not distribute, display, or perform) server copies of your User Content that have been removed or deleted. The above licenses granted by you in your User Content are perpetual and irrevocable.
Company generally does not pre-screen User Content but reserves the right (but undertakes no duty) to do so and decide whether any item of User Content is appropriate and/or complies with this Agreement. Company may remove any item of User Content if it violating this Agreement, at any time and without prior notice.
LINKS TO THIRD-PARTY WEBSITES
This Site may contain links to third-party websites that are not owned or controlled by Company. Company assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. In addition, Company does not censor or edit the content of any third-party websites. By using this Site you expressly release Company from any and all liability arising from your use of any third-party website. Accordingly, Company encourages you to be aware when you leave this Site and to review the terms and conditions, privacy policies, and other governing documents of each other website that you may visit.
DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE IS PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, AND THIRD-PARTY SERVICE PROVIDERS WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, and shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.
LIMITATION OF LIABILITY
IN NO EVENT SHALL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY DAMAGES THAT MAY RESULT FROM (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (VI) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (VII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (VIII) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, AND/OR (IX) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ADDITION, You SPECIFICALLY ACKNOWLEDGE AND agree that any cause of action arising out of or related to this Site or the Services found at this Site must be commenced within one (1) year after the cause of action accrues, otherwise such cause of action shall be permanently barred.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.
You agree to protect, defend, indemnify and hold harmless Company and its officers, directors, employees, agents from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by Company directly or indirectly arising from (i) your use of and access to this Site; (ii) your violation of any provision of this Agreement or the policies or agreements which are incorporated herein; and/or (iii) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.
If you are visiting this Site from a country other than the country in which our servers are located, your communications with us may result in the transfer of information across international boundaries. By visiting this Site and communicating electronically with us, you consent to such transfers.
AVAILABILITY OF WEBSITE
Subject to the terms and conditions of this Agreement and our policies, we shall use commercially reasonable efforts to attempt to provide this Site on 24/7 basis. You acknowledge and agree that from time to time this Site may be inaccessible for any reason including, but not limited to, periodic maintenance, repairs or replacements that we undertake from time to time, or other causes beyond our control including, but not limited to, interruption or failure of telecommunication or digital transmission links or other failures.
You acknowledge and agree that we have no control over the availability of this Site on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.
Company reserves the right to cease offering or providing any of the Services at any time, for any or no reason, and without prior notice. Although Company makes great effort to maximize the lifespan of all its Services, there are times when a Service we offer will be discontinued. If that is the case, that product or service will no longer be supported by Company. In such case, Company will either offer a comparable Service for you to migrate to or a refund. Company will not be liable to you or any third party for any modification, suspension, or discontinuance of any of the Services we may offer or facilitate access to.
NO THIRD-PARTY BENEFICIARIES
Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
COMPLIANCE WITH LOCAL LAWS
Company makes no representation or warranty that the content available on this Site are appropriate in every country or jurisdiction, and access to this Site from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access this Site are responsible for compliance with all local laws, rules and regulations.
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Alameda, California, to the exclusion of conflict of law rules.
Any controversy or claim arising out of or relating to these Terms of Services will be settled by binding arbitration. Any such controversy or claim must be arbitrated on an individual basis, and must not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration must be conducted in Alameda, California, and judgment on the arbitration award may be entered into any court having jurisdiction thereof.
TITLES AND HEADINGS
The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein.
Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
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