Effective: January 1, 2007
CONTENTS.
AGREEMENT. This agreement (the "Agreement") is a legal contract between you and Action Sports, Inc. (the "Company") stating the terms and conditions under which you may use the Company's website www.Go211.com (the "Website") and the products and services (the "Services") provided by the Company through this Website. By accessing or using this Website you indicate that you have had an opportunity to review this Agreement and understand and intend to be bound by this Agreement. You are only authorized to use this Website and the Services if you agree to abide by this Agreement. Please read this agreement carefully and save it. If you do not agree with any term of this Agreement you should leave the Website and discontinue use of all Services immediately. The Services include, without limitation, all information and content, all software programs, networks, and all other services accessible through this Website now or in the future. You also agree to be bound by any further affirmation, assent or agreement you transmit through the Website or any Service. You agree not to contest the validity or enforceability of this Agreement. You agree that this Agreement will be admissible in any proceeding to the same extent and under the same conditions as other business records originated and maintained in documentary form. You agree not to contest the admissibility of copies of this Agreement or any future agreement on the basis that the agreement was not originated or maintained in documentary form, or otherwise. This Agreement hereby incorporates all of the terms of the Privacy Policy of the Company and all Contest Rules. In order to participate in certain Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to the Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement. The Company may modify this Agreement from time to time, without prior notice, and such modification shall be effective upon posting on the Website. You agree to be bound to any changes to this Agreement when you use the Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.
TERMINATION OF ACCESS OR SERVICES. The Company reserves the right to modify, discontinue, or terminate your access to this Website or any Service, or any portion thereof, in its sole discretion, without notice and without limitation, for any reason whatsoever, including (1) unauthorized use of your account access information; (2) breach of this Agreement; (3) discontinuance of the Company's access to Third Party Information or any other data or service from any Third Party Provider; or (4) termination of one or more agreements between the Company and Third Party Providers or other service providers. The Company shall have no liability to you for terminating your access to the Website or any Service; provided, however, that if the Company's termination is without cause, the Company will refund the pro rata portion of any fee you may have paid for the portion of any Service not furnished to you as of the date of termination. You agree that the Company will not be liable to you or to any third party for any modification, suspension or discontinuance of your access to the Website or of any Service.
USER INFORMATION. The Company's policy regarding gathering and use of information that you provide on the Website or through any Service is further described in the Company's Privacy Policy. When you register for Services, we may ask you to give us certain information. For your protection and the protection of other users, do not share your passwords, usernames, or other registration information with any other person for any reason. You alone are responsible for all acts or omissions that occur through the use of your registration information. If you believe someone has used your registration information to access the Website or Services without your authorization, please contact us immediately at Unauthorized Use. You agree to accept all communications from the Company at the addresses you provide during registration. Please promptly update any changes to your registration information by using the Update User Information link associated with each Service or by contacting the Company. The Company is entitled to rely on the most recent information that you have provided. You hereby waive all claims resulting from failure to receive communications because of changes in such information. If you register for Services, you are granting the Company permission to communicate with you by email. You can choose not to receive such communications in the future by following the instructions in any e-mail that we send to you. Unless otherwise indicated for a particular Service, and except as provided in the Privacy Policy, any communications or material of any kind that you email, post, upload, download or otherwise transmit through this Website or Services, including data, questions, comments, or suggestions ("Communications") will be treated as non-confidential and nonproprietary. By sending, transmitting or submitting any Communications through the Website or any Service, you hereby grant a perpetual, royalty-free, unrestricted, worldwide, irrevocable, nonexclusive and fully sublicensable, license to the Company to (in whole or in part) use, modify, adapt, possess, reproduce, disclose, transmit, publish, broadcast, perform, display, create derivative works from, and/or to incorporate such Communications into other works in any form, media or technology now known or later developed with no further liability or obligation to you. The Company is free, without obligation to you, to use any ideas, concepts, know-how, or techniques contained in your Communications for any purpose including, but not limited to, developing and marketing products using such information. You warrant that the Communications are original to you and that you have all necessary rights to submit, send or otherwise make available the Communications and grant all rights granted above. You also hereby waive any moral rights you have in any Communications. The Company assumes no responsibility for any information or other content on the Website posted by users ("User Content"), no obligation to modify or remove any inappropriate User Content, and no responsibility for the conduct of the user submitting any such User Content. You are solely responsible for User Content that you post on the Website or through any of the Services, and any material or information that you transmit to the Company or other users and for your interactions with other users. The Company does not endorse and has no control over User Content. User Content is not necessarily reviewed by the Company prior to posting and does not necessarily reflect the opinions or policies of the Company. The Company makes no warranties, express or implied, as to User Content or to the accuracy and reliability of User Content or any material or information that you transmit to other users. If you become aware of misuse of the Website or Services by any person, please contact the Company. The Company reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to restrict, suspend, or terminate your access to all or any part of the Website or Services at any time, for any or no reason, with or without prior notice, and without liability. The Company does not permit copyright infringing activities and infringement of intellectual property rights on the Website, and the Company will remove all User Content and user submissions if properly notified that such User Content or user submission infringes on another's intellectual property rights. The Company reserves the right to remove infringing User Content and user submissions without prior notice. The Company may terminate a user's access to the Website or any Service for posting or submitting infringing materials to the Website or through any Service.
USER SUBMISSIONS. The Company encourages users to submit videos ("submissions") that they have produced in connection with the Website and Services. The Company does not encourage, and does not seek submissions that result from any activity that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; or (iii) may constitute a crime or tort. You agree that you have not and will not engage in any of the foregoing activities in connection with producing any submission. Without limiting the foregoing, you agree that you will not inflict emotional distress on other people, will not humiliate other people (publicly or otherwise), will not assault or threaten other people, will not enter onto private property without permission, and will not otherwise engage in any activity that may result in injury, death, property damage, and/or liability of any kind. The Company will reject any submissions in which the Company believes, in its sole discretion, that any such activities have occurred. The Company reserves the right to determine, in its sole discretion, if such a violation has occurred, and to remove any such submission from the Website. IMPORTANT: IF YOU ARE UNDER THE AGE OF 18, THE COMPANY WILL NOT CONSIDER YOUR SUBMISSION WITHOUT YOUR PARENT OR GUARDIAN'S CERTIFICATION THAT THEY HAVE APPROVED OF THE ACTIVITIES INVOLVED WITH YOUR SUBMISSION BEFORE YOU BEGAN PRODUCING IT AS REQUIRED BY AND IN ACCORDANCE WITH THE COMPANY'S PRIVACY POLICY. You understand that whether or not such submissions are published, the Company does not guarantee any confidentiality with respect to any submissions. You shall be solely responsible for your own submissions and the consequences of posting or publishing them.
CONTESTS AND RATINGS. You must be at least eighteen (18) years of age to be eligible for any contest of the Company. Employees or agents of the Company, its parent company, subsidiaries, divisions, affiliates, advertising agencies and members of the immediate families of each are not eligible to enter any Company contest. All submissions must comply with this Agreement and all applicable contest rules in all respects. Upon request, prize winners agree to submit proof of eligibility, a manually signed version of this Agreement, a Consent and Release Form for each person shown or depicted in the winning submission, and appropriate tax forms. If you are chosen as the winner of a contest, you hereby consent to the use of your image, voice, likeness and persona without compensation for any and all publicity and advertising purposes, and you hereby release the Company from any and all claims arising from such use. If you fail to provide such information, documentation or consent, the Company reserves the right to deny you any prize winnings and award them to another participant. The Company reserves the right to disqualify user votes and user submissions if it determines, in its sole discretion, that a voter is inappropriately rating videos in order to intentionally skew results. Other special voting privileges may be issued based on participation with the site. The Company reserves the right to disregard highest and lowest votes in a consistent manner and/or take other steps in an effort to maintain the integrity of video ratings in its reasonable judgment. Any contest is void where prohibited by law and is subject to federal, state and local rules and regulations. Prize winners are responsible for all taxes associated with contest prizes. A list of winners may be obtained after each contest ending date by written request. Contests are offered, if ever, at the sole discretion of the Company, during the periods posted on the Website and under the terms and conditions of this Agreement and any additional rules and guidelines that may be published under the Contest Rules posted on the Website. Participants are required to check published rules and guidelines weekly for changes. If at any time the Company is unable to operate any contest as planned, the Company reserves the right, in its sole discretion, to suspend, modify or terminate such contest. In the event of any such termination prior to the end of the contest term, notice of such termination will be posted on the Website. The Company assumes no responsibility for incomplete, or misdirected contest submissions.
USER REPRESENTATIONS AND WARRANTIES. In connection with your use of the Website and Services, you affirm, represent and warrant the following: (a) You are over the age of 13, and if registering for a contest 18, and have the right and authority to enter into this Agreement, and are fully able and competent to satisfy the terms, conditions and obligations herein. (b) You have obtained all consents, and possess all copyright, patent, trademark, trade secret and any other proprietary rights (intellectual property rights), or the necessary licenses thereto, to possess, transmit and use all information that you may provide, disclose, post, store or otherwise use. (c) You authorize the Company to possess and use all information that you provide, disclose, post, store or otherwise use, in accordance with this Agreement. (d) You have the written consent of each and every identifiable natural person in any video submitted through the Website or any Service to use such persons name or likeness in the manner contemplated by the Website and this Agreement, and each such person has released you from any liability that may arise in relation to such use. (e) You have read, understood, agree with, and will abide by the terms of this Agreement. (f) You are not, and have not been an agent of the Company and were not and are not acting on behalf of, or as a representative of, the Company or any other party in connection with any video submitted through the Website or any Service. (g) Any video submitted through the Website or any Service and the Company's use thereof as contemplated by this Agreement and Website will not infringe any rights of any third party, including but not limited to any intellectual property rights, privacy rights and rights of publicity. (h) You are not, nor is any other person who appears in any video submitted through the Website or any Service, a current member of the Screen Actors Guild or of the American Federation of Television and Radio Actors. (i) You have not and will not engage in any of the actions prohibited in this Agreement in connection with the production of, your appearance in, or contribution(s) to any User Content or video submitted by you through the Website or any Service. (j) Any video submitted by you through the Website or any Service does not contain: (i) material falsehoods or misrepresentations that could harm the Company or any third party; (iii) content that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing or encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; (iv) advertisements or solicitations of business; or (v) impersonations of third parties, other than those which are readily apparent.
LICENSE. Subject to the terms and conditions of this Agreement and the payment of all required fees to the Company and any Third Party Providers (defined below), the Company grants you a non-exclusive, personal, non-transferable, revocable, limited license to use this Website and the Services under the terms and conditions of this Agreement. This license is not a sale and you are not granted any rights other than those specifically stated in this Agreement. You may use this Website and the Services only for personal, non-commercial, lawful purposes. You may not permit or cause any other person to access this Website or any Service by using your registration information. No part of this Website or the Services may be rented, leased, sub-licensed, copied, modified, distributed, transmitted, displayed, performed, reproduced, published, derived from, sold or otherwise transferred, in whole or in part, by you. Any such use is an infringement of the Company's intellectual property rights and will be prosecuted to the fullest extent of the law. All content and the selection and arrangement of the content of this Website and the Services, as well as the software programs used to generate web pages, the Website and the Services are the exclusive property of the Company and are protected by U.S. and international law, and may not be used or copied without the express written permission of the Company. The Company reserves any and all rights, in all media and technologies now existing or later developed, not expressly granted in this Agreement. You shall retain all copyright and other proprietary notices displayed on or incorporated in any materials that you download from the Website. The deletion or alteration of any proprietary notices or security measures from this Website and/or any materials downloaded from this Website is strictly forbidden. The trademarks, service marks, designs and logos (collectively, "Trademarks") displayed on this Website are the registered and unregistered trademarks of the Company, its licensors and affiliates. The Trademarks include, but are not limited to, "Action Sports Ventures" and "Go211.com". Use of the Trademarks except in accordance with this Agreement is strictly prohibited. Nothing in this Agreement shall be construed as granting to you a license of any right in any Trademark of the Company.
LINKS. The Company may provide links to other websites. The Company does not control these other websites. The Company is not responsible for them, and makes no representations as to their availability, security, accuracy, content, quality, security, nature and/or copyright compliance or any viruses accessed through them. The fact that the Company provides links is not an endorsement, authorization, sponsorship, or affiliation with respect to such website, its owners, or its providers. YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL YOU HOLD THE COMPANY LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY USE OF OR RELIANCE ON ANY CONTENT, GOODS OR SERVICES AVAILABLE ON OTHER WEBSITES. In addition, you may not link this Website or any of its web pages, Services, information, content, Third Party Information, or web pages of any Third Party Provider, or licensors or affiliates of the Company, to your website or any website of any other party.
THIRD PARTY INFORMATION. The Company may provide, through this Website or the Services, information (collectively, "Third Party Information") obtained from its licensors, affiliates, agents, vendors, or partners ("Third Party Providers"). The Company does not endorse or approve Third Party Information, and makes it available to you only as a service for your convenience. The Company and its Third Party Providers do not (1) guarantee the accuracy, quality, timeliness, completeness or correct sequencing of the Third Party Information, or (2) warrant any results from your use or reliance on the Third Party Information. Third Party Information may quickly become unreliable for various reasons including, changes in circumstances. Neither the Company nor Third Party Providers are obligated to update any information or opinions contained in any Third Party Information, and may discontinue offering Third Party Information at any time without notice. You agree that neither the Company nor the Third Party Providers will be liable in any way for the termination, interruption, delay, or inaccuracy of any Third Party Information.
MONITORING. The Company, its licensors or affiliates are entitled, but not obligated, to review or retain your Communications. The Company may monitor your Communications to evaluate the quality of service you receive, your compliance with this Agreement, the security of the Website and Services, or for any other reason. You agree that such monitoring will not entitle you to any cause of action or other right with respect to the manner in which the Company monitors your Communications and enforces or fails to enforce this Agreement or any applicable rules or guidelines. In no event will the Company be liable for any costs, damages, expenses or any other liabilities incurred by you as a result of the Company's monitoring.
INFRINGEMENT NOTICE. Pursuant to Section 512(c)(2) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, the Company has designated Chris Cleary, 58 Pine Street, New Canaan, CT 06840 as Copyright Agent of the Company, to receive notifications of claimed infringement. If you believe that your work has been copied and is accessible on the Website, in a way that constitutes copyright infringement, you may notify the Company by providing its Copyright Agent with the following information: (1) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) A description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work; (3) Identification of the URL or other specific location on the Website where the allegedly infringing material is located; (4) Your address, telephone number and email address; (5) 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; (6) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized agent to act on behalf of the copyright owner.
SECURITY OF DATA TRANSMISSION AND STORAGE. Electronic communications or transactions with the Company may not be encrypted. You acknowledge that there is a risk that data, including email, electronic communications and personal data, may not be secure and may be accessed by unauthorized third parties when communicated between you and the Company or between you and other parties. The Company is not responsible for, does not control, and disclaims all liability for, the loss of any information, data or other assets resulting from the inadequacy, failure, or mere lack or security of any network or other computer system owned and or operated by you or other parties. The Company does not guarantee the security or integrity of the Website or Services and shall not be liable for the consequences of any breach of security of the Website or Services. The Company strongly recommends that you maintain basic security measures such as firewalls and password protections at all times to protect proprietary and sensitive information.
SPECIFIC PROHIBITED USES. In connection with your use of this Website and the Services, you shall not: (1) post, transmit, promote, link or facilitate the distribution of any unlawful, sexually explicit, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, racially, ethnically or otherwise objectionable content; (2) harass, threaten, embarrass, or cause distress, unwanted attention or discomfort upon another user of the this Website or the Services or another person or entity; (3) upload files that contain software or other material protected by intellectual property laws or other applicable laws unless you own or control the rights thereto or have received all necessary consents; (4) upload files that contain corrupted files, viruses or any other similar software files the intent of which is to damage the operation of another's computer; (5) post or transmit, or cause to be posted or transmitted, chain letters, pyramid schemes, "junk mail," "spam," unsolicited advertising, promotional materials, or other forms of solicitation to others, except in those areas that are expressly designated for such a purpose, or collect or harvest screen names of other users, without written permission of the Company; (6) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (7) falsify the origin or source of software or other material contained in a file that is uploaded; (8) violate any operating rule, policy or guideline of any Service offered by the Company, its licensors and or affiliates; (9) intentionally or unintentionally violate any applicable local, state, national, international or foreign law, including any rules or regulations having the force of law or otherwise applicable to this Website or the Services; (10) modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the Website; (11) distribute, modify, transmit, post, or otherwise use the information, content or Services on this Website for public or commercial purposes without prior the Company's written permission; (12) delete any author attributions, legal notices or proprietary designations or labels that you upload to any website or communication feature; (13) print out or otherwise copy or use any personally identifiable information about employees or business information about the Company; (14) use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or Service or any activity being conducted on the Website; (15) take any action which imposes an unreasonable or disproportionately large load on this Website's infrastructure; (16) if you have a password allowing access to nonpublic areas of the Website, disclosing or sharing your password with any third party or using your password for any unauthorized purpose; (17) using or attempting to use any engine, software, tool, agent or other device or mechanism (including browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Website other than the search engine provided for your use by the Company and other than generally available third party web browsers; (18) attempt to decipher, decompile, disassemble or reverse engineer any software comprising or in any way making up a part of the Website or any Service; (19) accessing data not intended for your use or logging into a server or account which you are not authorized to access; (20) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (21) attempting to interfere with service to any user, host or network, including, without limitation, via means of overloading, "flooding", "mailbombing" or "crashing"; (22) sending unsolicited e-mail, including promotions or advertising of products or services; or (23) forging any TCP/IP packet header or any part of the header information in any e-mail. Any of the above described conduct is strictly prohibited. The Company will investigate occurrences that involve such conduct and may involve law enforcement authorities in prosecuting such violations. Violations, and attempted violations, of network security may result in civil and/or criminal liability and will be prosecuted to the fullest extent of the law.
NO WARRANTY; LIMITATIONS OF LIABILITY AND DAMAGES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE AND THE SERVICES IS AT YOUR SOLE RISK. THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. IN NO EVENT SHALL THE COMPANY, ITS LICENSORS, AFFILIATES, OR THIRD PARTY PROVIDERS BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS WEBSITE OR ANY SERVICE (OR ANY LINKED, HOSTED OR CO-LOCATED WEBSITES). THIS INCLUDES, BUT IS NOT LIMITED TO, CLAIMS FOR LOSS OF PROFITS AND DAMAGES THAT MAY RESULT FROM THE USE, INCONVENIENCE, DELAY OR LOSS OF USE OF THE INFORMATION OR FOR OMISSIONS OR INACCURACIES IN THE CONTENT OR INFORMATION AND ALL ILLNESSES, INJURIES, ACCIDENTS, INCLUDING THOSE ILLNESSES, INJURIES AND ACCIDENTS RESULTING IN DEATH, OR TERMINAL MEDICAL CONDITION THAT OCCUR WHILE USING OR AS A RESULT OF USING THE COMPANY PRODUCTS, SERVICES OR THE COMPANY WEBSITE OR PARTICIPATION IN ANY CONTEST OF THE COMPANY. AS A CONDITION TO ACCESSING AND USING THIS WEBSITE AND THE SERVICES, YOU EXPRESSLY AGREE TO WAIVE ANY CLAIM YOU MAY HAVE AGAINST THE COMPANY, ITS LICENSORS, AFFILIATES, OR THIRD PARTY PROVIDERS. THE COMPANY, ITS LICENSORS, AFFILIATES, OR THIRD PARTY PROVIDERS WILL NOT BE LIABLE FOR ANY LOSS THAT RESULTS FROM A CAUSE OVER WHICH THAT ENTITY DOES NOT HAVE DIRECT CONTROL. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY LIABILITY RELATING TO OR ARISING OUT OF YOUR USE OF THE WEBSITE OR THIS AGREEMENT, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICE AND TERMINATE THIS AGREEMENT AND TO RECEIVE A REFUND UP TO THE AMOUNT YOU PAID TO THE COMPANY DURING THE THIRTY (30) DAYS PRIOR TO SUCH TERMINATION. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE COMPANY'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE COMPANY DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCT OR SERVICE OFFERED THROUGH THIS WEBSITE, EXCEPT AS EXPRESSLY PROVIDED ELSEWHERE. YOU ARE SOLELY RESPONSIBLE FOR THE HARDWARE, SOFTWARE OR OTHER TECHNOLOGY YOU USE TO ACCESS THE WEBSITE AND THE SERVICES.
INDEMNIFICATION. You agree to defend, indemnify and hold harmless the Company, its licensors and or affiliates, Third Party Providers, and each of their employees, contractors, officers and directors from all liabilities, claims and expenses, including attorney fees relating to or arising from your use of the Website or Services or any allegation which if true, would constitute a breach of this Agreement, including without limitation any claim related to the unauthorized use of the Website or Services. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder. In such event, you shall have no further obligation to provide indemnification for such matter. You agree that no joint venture, partnership, employment or agency relationship exists between you and the Company as a result of this Agreement or your use of the Website or the Services.
AGE REQUIREMENT; CHILDREN'S PRIVACY. This Website and the Services are not intended or designed to attract children under the age of 13. You must be at least 13 years of age to register for use of this Website or any Services.
CHARGES AND BILLING. You agree to pay any and all fees and charges applicable to any Service you request on this Website and the Company may charge your billing payment method for any such payment(s). The Company may, in its discretion, post charges to your billing payment method individually or may aggregate your charges with other purchases you make on the Website. You are responsible for keeping your account secure and confidential and you will be responsible for any charges that are incurred by any person through your account. All charges will be billed to the billing payment method you designate when you first make a purchase or incur a charge. If any of your billing information changes, you must update that information in the Update User Information area of the Website. All prices for products or Services within the Website are subject to change by the Company at any time. Prices quoted are generally inclusive of any applicable taxes, including sales taxes. The Company reserves the right to change this policy at any time. You agree that any submissions you make for electronic purchases constitute your intent and agreement to be bound by the terms of and to pay for such purchases. To the extent that such electronic purchases are offered to you by a third party, you acknowledge that the Company shall not be responsible or liable to you for the products or Services purchased.
OTHER PROVISIONS. Currently, the Services available on this Website are only available to residents of the United States. You understand and acknowledge that you may not sign up for, access, or attempt to access or use the Services from countries outside of the U.S. You agree to abide by U.S. and other applicable export control laws and further, not to upload to the Website any data or software that cannot be exported. Downloading any software from the Website is at your own risk. This Agreement represents the entire binding agreement between us, and our respective successors and assigns, and supersedes any and all prior understandings, statements or representations, whether electronic, oral or written, regarding the Company, the Website or the Services. No waiver of any obligation or right of either party shall be effective unless in writing, executed by the party against whom it is being enforced. You acknowledge that, in providing you with access to the Website and Services, the Company has relied upon your consent to be bound by the terms of this Agreement and any user or license agreement(s) related to or accompanying the Website and Services. You further acknowledge that you have read, understand and agree to be bound by the terms of this Agreement or any other agreement with the Company that applies to your use of the Website and our Services, as currently in effect and as amended from time to time. This Agreement, and all future agreements you shall enter into with the Company, unless otherwise indicated, shall be governed by the laws of the state of Connecticut, without regard to conflicts of law principles thereof. This is the case regardless of whether you reside or transact business with the Company in Connecticut or elsewhere. Unless a dispute would be governed by an applicable arbitration clause, you agree to submit to the personal and exclusive jurisdiction of the courts located within Fairfield County, Connecticut. This Website shall be deemed a passive website that does not give rise to personal jurisdiction over the Company, whether specific or general, in jurisdictions other than Connecticut. This Website is controlled, operated and administered from the United States of America. The Company makes no representation that the information on the Website or Services are appropriate, available or legal for use outside the United States. You may not use the Website or Services or export the same from or through this Website in violation of U.S. export laws and regulations. If you access this Website from a location outside the United States, you are solely responsible for compliance with local laws. Any provision of this Agreement that is determined to be invalid or unenforceable will be ineffective to the extent of such determination without invalidating the remaining provision of this Agreement or affecting the validity or enforceability of such remaining provisions. The Company shall not be liable for any failure to perform its obligations in connection with any Services or access to the Website, where such failure results from any act of God or other cause beyond its' reasonable control (including, without limitation, any mechanical, electronic or communications failure). You agree that the Company's remedy at law for any breach of this Agreement would be inadequate and that for any such breach, the Company shall, in addition to other remedies as may be available to it at law or in equity, or as provided for in this Agreement, be entitled to an injunction, restraining order, or other equitable relief, without the necessity of posting a bond, restraining you from committing or continuing to commit any violation of this Agreement. You agree that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate. You agree to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including removal of any legal impediment to the consummation or effectiveness of such transactions and to obtain any consents and approvals required under this Agreement. In the event a dispute arises regarding this Agreement, the prevailing party shall be entitled to recover all attorneys' fees and expenses incurred. YOU AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.