Seersite LLC Terms of Service
Last revised on: February 21, 2020
These Terms of Service (the “Terms”) are a contract entered into between you (“You” or “Your”) and Seersite, LLC (“We”, “Our” or the “Company”). They govern your use of the Company’s sites, services, mobile apps, products, and content (the “Service”). By using the Service, you agree to these Terms, and you represent and warrant that you have the right, authority and capacity to enter into these Terms. You may not access or use the site or accept the Terms if you are not at least 18 years old. If you do not agree with all of these Terms, do not access and do not use the Service.
BEFORE USING/ACCESSING THE SERVICE, PLEASE CAREFULLY READ THE FOLLOWING, BECAUSE THESE TERMS GOVERN YOUR RELATIONSHIP WITH THE COMPANY AND CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES. PLEASE BE ADVISED THAT THESE TERMS CONTAIN PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN YOU AND THE COMPANY ARE RESOLVED, WHICH INCLUDE A JURY TRIAL WAIVER, A CLASS ACTION WAIVER, AND AN AGREEMENT TO ARBITRATE CLAIMS.
- The Services
- The Company provides through the Service a proprietary content sharing and publication platform focused on business, corporate, and market intelligence, and data analytics, which shall be provided on a free and paid subscription basis. Some of these services are further described below in this Section 1.
- The Service may include or make available content provided by third parties, including materials provided by other users, bloggers, content providers, and third-party licensors, syndicators, aggregators and/or data or analytics reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company or its licensors.
- The Service may provide the tools and opportunity to communicate with, make outreach to, and network with other users of the Service, through tools made available by and through the Service or through networking and outreach events organized by the Company in order for users to make professional connections and disseminate experience, skills, information, etc.
- The Service provides the ability to users to provide content of an audio visual nature including but not limited to, articles, analytical content, editorial content, thought leadership pieces, videos, interviews, and similar items.
- You understand that while we take reasonable efforts to review and maintain the quality of the content featured or made available on the Service, the Company (and its supplies or licensors) is not responsible, or liable to You or any third party, for the content or accuracy of any materials provided by any third parties including any other users or users of the Service. Any reliance You place on such information is strictly at Your own risk. Accordingly, you understand the Company disclaims all liability and responsibility arising from any reliance or actions based on such information and materials by You or any other visitor to the Site, or by anyone who may be informed of such content. We do not guarantee any particular outcome, meeting, sale, or other outcome financial or otherwise from any aspect, component, or feature of the Service.
- In order to use certain features of the Service, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (i) all required registration information you submit is truthful and accurate; (ii) you will maintain the accuracy of such information.
- You hereby agree that You are not impersonating any third party or otherwise using any third party’s information without their written approval. If the Company has reason to believe that Your Account information is untrue, inaccurate, out-of-date or incomplete, the Company reserves the right, in its sole discretion, to suspend or terminate Your Account, and/or suspend Your use of the Service.
- You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify the Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You, however, may be liable for any loss the Company or others incur caused by use of Your Account Information, whether caused by You, or by an authorized person, or by an unauthorized person.
- Access to the Service
- The rights granted to you in these Terms are subject to the following restrictions: (i) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service, whether in whole or in part, or any content displayed on the Service; (ii) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service; (iii) you shall not access the Service in order to build a similar or competitive website, product, or service; (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive, or false source-identifying information; (v) interfere with, or disrupt, the access of any user, host, or network, including sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of content or accounts in such a manner as to interfere with or create an undue burden on the Service; and (vi) except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Service shall be subject to these Terms.
- The Company may change, terminate, or restrict access to any aspect of the Service, at any time, without notice.
- The Company reserves the right, at any time, to modify, suspend, or discontinue the Service (in whole or in part) with or without notice to you. You agree that the Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Service or any part thereof, and in such event the Company shall not be liable to you for any loss or damage of any kind incurred by You as a result.
- You acknowledge and agree that the Company will have no obligation to provide you with any support or maintenance in connection with the Service.
- You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Service and its contents are owned by the Company. Neither these Terms (nor your access to the Service) transfers to you or any third party any rights, title or interest in or to such intellectual property rights.
- The Company reserves all rights not granted in these Terms. There are no implied licenses granted under these Terms.
- User Content
- The Service will allow users to submit, post, publish, share, store, or manage certain images, diagrams, data, analytics, copy, text, stories, pictures and photos, videos, messages, opinions, ideas, concepts, and various other textual, and audio-visual works or materials (collectively, the “User Content”). Any and all materials or content submitted through You in any capacity is hereby shall be considered User Content. By posting or publishing User Content to the Service, You represent and warrant to the Company that all of the following is true and accurate: (i) the User Content is original to You; (ii) submission of the User Content shall not violate the Acceptable Use Policy set forth below; (iii) the User Content does not violate any rights of privacy or infringe upon any statutory or common law copyright or otherwise violate the rights of any third party or any applicable law or regulation; (iv) You have all necessary rights to distribute User Content via the Service; (v) the User Content will not knowingly or negligently contain any untrue statements or material that is deceptive, fraudulent or intentionally misleading, and all statements in the User Content which are asserted as facts are true and based upon reasonable research for accuracy; and (vi) the posting or publishing of the User Content shall not violate the User Code of Conduct as provided herein.
- NOTE: If using, incorporating, or leveraging third party content in the User Content, it is Your responsibility, at your sole expense, to obtain all approvals, consents, licenses, or otherwise clear any and all such third party content. In order to publish User Content the Service or other channels, You may be required to comply with additional guidelines or approvals and/or execute additional or acknowledge additional terms or agreements with such third party.
- Further, if You submit, post, or publish User Content, it is at Your own risk, and that You shall be solely responsible for any liability related thereto and further that the Company reserves the right, in its sole discretion, to: (i) review, edit, remove or refuse to post any User Content for any or no reason; (ii) take any action with respect to any User Content that We deem necessary or appropriate, including if We believe that such User Content violates these Terms, infringes any intellectual property right or other rights of any person or entity, threatens the personal safety of other Users, users of the Sites or the public or could create liability for the Company; and (iii) terminate or suspend Your access to all or part of the Sites or User Benefits for any or no reason, including without limitation, any violation of these terms or the Seersite Content and Contributor Guidelines.
- By posting or publishing User Content to the Service, You hereby grant the Company and its licensees and sub-licensees a perpetual worldwide, non-exclusive, royalty-free, sub-licensable, and transferable license to use, reproduce, distribute, prepare derivative works of, combine with other works, display, modify, and perform User Content in connection with the Service or otherwise as the Company determines in its sole discretion in any medium or manner without restrictions of any kind and without payment or other consideration of any kind, or permission or notification, to You or any third party. The above licenses granted by You in Your User Content are perpetual and irrevocable and shall continue whether or not You are still a User, and neither the Company nor any other party to or on which it publishes such User Content shall be required to remove such User Content upon a User request or shall be liable for the refusal or failure to do so. In addition, User Content may be used, reproduced, displayed, modified, deleted, added to, adapted, and published by company for its own use.
- YOU ACKNOWLEDGE AND AGREE THAT COMPANY MAY, IN ITS SOLE DISCRETION, CAUSE ANY USER CONTENT TO BE PUBLISHED AS “NATIVE ADVERTISEMENTS” UPON THIRD-PARTY WEBSITES AND/OR THE SITES, AND ACCORDINGLY SUCH CONTENT SHALL NOT CONTAIN ANY ENDORSEMENT, ADVERTISEMENT, PROMOTION, RECOMMENDATION OR TESTIMONIAL IN CONNECTION WITH ANY BRAND, PRODUCT OR SERVICE UNLESS IT CONTAINS ALL DISCLOSURES REQUIRED BY RELEVANT GOVERNMENT REGULATORY AUTHORITIES AND REGULATIONS, INCLUDING BUT NOT LIMITED TO SECTION 5 OF THE FEDERAL TRADE COMMISSION ACT, PART 255 OF THE FEDERAL TRADE COMMISSION GUIDES AND TRADE PRACTICE RULES, AND STATE UNFAIR AND DECEPTIVE ACTS AND PRACTICES LAWS. SUCH REQUIRED DISCLOSURES INCLUDE, BUT ARE NOT LIMITED TO, DISCLOSURE IF YOU OR ANY OF YOUR RELATIVES, AFFILIATES, OR COMPANIES IN WHICH YOU HOLD GREATER THAN A 25% INTEREST HAVE RECEIVED OR WILL RECEIVE COMPENSATION, FREE OR DISCOUNTED PRODUCTS OR SERVICES, OR ANY OTHER CONSIDERATION FOR THE PUBLICATION OF SUCH CONTENT, AND IF YOU HAVE ANY OTHER MATERIAL RELATIONSHIP IN CONNECTION WITH ANY BRANDS, PRODUCTS OR SERVICES ENDORSED WITHIN SUCH CONTENT. IN ADDITION, YOU MUST EXPRESSLY NOTIFY COMPANY IN WRITING OR BY EMAIL REFERENCING THIS SECTION AT THE TIME OF SUBMISSION OF ANY MATERIAL CONNECTION YOU HAVE WITH ANY BRANDS, PRODUCTS OR SERVICES ENDORSED WITHIN ANY SUBMITTED CONTENT.
- PLEASE BE AWARE THAT ONCE YOUR USER CONTENT IS PUBLISHED OR POSTED, THE COMPANY MAY NOT BE ABLE TO REMOVE SUCH PUBLICATION OR POST AND SHALL HAVE NO OBLIGATION OR LIABILITY FOR FAILURE TO DO SO.
- Except for User Content, including without limitation text, stories, artwork, images, photographs, videos, messages, ideas, concepts, opinions, musical compositions, audio-visual works interactive features and the trademarks, service marks and logos contained therein (the “Company Content”), are owned by or licensed to the Company, and are subject to copyright, trademark, and/or patent protection in the United States, and other intellectual property rights under United States laws. Company Content is provided to You “as is,” “as available” and “with all faults” for 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 the Company. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by these Terms. The Company reserves all rights not granted in and to the Company Content.
- Acceptable Use Policy
- The Service encourages users to interact with one another and each user is reminded to engage one another in a respectful, professional, courteous manner. Each user is expected to comply with this Acceptable Use Policy, and shall not (i) directly or indirectly solicit information, including, but not limited to, contact information from users for the purpose of solicitation of products or services, or sales; and (ii) send unsolicited generic/bulk message to other users or otherwise contact all or all (or substantially all) of the users of the Service.
- You agree not to use the Service to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
- In addition, you agree not to: (i) upload, transmit, or distribute to or through the Service any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Service bulk unsolicited or unauthorized advertising, bulk promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Service to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Service, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Service (or to other computer systems or networks connected to or used together with the Service), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Service; or (vii) use software or automated agents or scripts to produce multiple accounts on the Service, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Service (provided, however, that the Company conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
- All User Content is subject to the terms in the Seersite Content and Contributor Guidelines which is available upon request and is updated by the Company from time to time.
- Notwithstanding the foregoing, the Company may terminate Your Account immediately on notice in the event You (i) violate these Terms, or any of the Company policies, including, but not limited to, the Seersite Content and Contributor Guidelines as determined in the Company’s sole discretion; (ii) fail to pay any amount due to the Company when due and such failure continues for fifteen (15) days after the Company’s delivery of written or email notice of nonpayment; (iii) are the subject of complaints from users regarding Your conduct, the veracity of which will be determined by the Company in its sole discretion; (iv) misrepresent or include false information in Your Registration Information or registration process; (v) violate any rules of professional conduct to which You are subject; (vi) become the subject of a federal criminal investigation or civil investigation for actions such as a felony or any acts of moral turpitude or dishonesty; (vii) are charged with or convicted of any felony or any misdemeanor involving moral turpitude or dishonesty; (viii) engage in conduct which, if publicly revealed, would harm the esteem of the Community, whether or not such conduct constitutes crimes; or (ix) do anything which, in the Company’s reasonable discretion, is harmful to the Company’s reputation or goodwill.
- Review of User Content and Your Relationship with Other Users
- The Company reserves the right (but has no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for the Company or any other person. Such action may include removing or modifying your User Content, terminating your Account, and/or reporting you to law enforcement authorities.
- Each user is solely responsible for any and all of its own User Content. Because the Company does not control User Content, you acknowledge and agree that the Company is not responsible for any User Content, whether provided by you or by others. The Company makes no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other Service users are solely between you and such users. You agree that the Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Service user, the Company is under no obligation to become involved.
- If you provide the Company with any feedback or suggestions regarding the Service (“Feedback”), you hereby assign to the Company all rights in such Feedback and agree that the Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. The Company will treat any Feedback you provide to the Company as non-confidential and non-proprietary. You agree that you will not submit to the Company any information or ideas that you consider to be confidential or proprietary.
- Term and Termination
- The Company may suspend or terminate your rights to use the Service (including your Account) at any time for any reason at our sole discretion. Upon termination of your rights under these Terms, your Account and right to access and use the Service will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our databases. The Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 4, Section 7 and Sections 9 through 13. If your rights have been suspended or terminated and you are a paying user, you will not receive any refund, including pro-rated, of any kind for any reason.
- You agree to indemnify and hold the Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your use of the Service; (ii) your violation of these Terms; (iii) your violation of applicable laws or regulations or (iv) your User Content. The Company reserves 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 with our defense of these claims. You agree not to settle any matter without the prior written consent of the Company. The Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
- You hereby release and forever discharge the Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Service (including any interactions with, or act or omission of, other Service users or any third-party links and ads).
- THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND THE COMPANY (AND OUR LICENSORS OR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. THE COMPANY (AND OUR LICENSORS OR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
- NEITHER COMPANY (AND OUR LICENSORS OR SUPPLIERS) GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE SERVICE, ANY CONTENT OR ANY COMPONENT THEREOF OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) OR OUTPUT WITH RESPECT THERETO OR THAT THE SERVICE OR ANY CONTENT WILL BE FREE OF VIRUSES, WORMS OR “TROJAN HORSES.” NEITHER COMPANY (AND OUR LICENSORS OR SUPPLIERS) SHALL BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS IN THE SERVICE, INCLUDING CONTENT.
- THE SERVICE IS NOT A REGISTERED BROKER-DEALER, PURCHASE ADVISOR, ESCROW AGENT, NOR FINDER OF OR SECURITIES IN GENERAL. THE SERVICE DOES NOT PERFORM LEGAL OR ACCOUNTING SERVICES AND IS NOT A LAW FIRM. THE SERVICE DOES NOT PROVIDE INVESTMENT ADVICE OF ANY KIND.
- WE DO NOT ENCOURAGE NOR SUGGEST THAT ANY CONTENT, INFORMATION, OR MATERIALS MADE AVAILABLE BY AND THROUGH THE SERVICE BE SOLELY RELIED UPON BY INVESTORS IN MAKING ANY INVESTMENT DECISION. IF IN DOUBT YOU SHOULD CONTACT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER.
- SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
- Limitation on Liability
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
- SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
- These Terms are subject to occasional revision, and if the Company makes any substantial changes, the Company may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Service. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Service following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
- Electronic Communications
- The communications between you and the Company use electronic means, whether you use the Service or send us emails, or whether Company posts notices on the Service or communicates with you via email. For contractual purposes, you (i) consent to receive communications from the Company in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
- Certain Jurisdictions, Export Laws
- The Company makes no representation or warranty that the content available on the Service is appropriate in every country, state or jurisdiction, and access to the Service from countries or jurisdictions where its content is illegal is prohibited. You are responsible for compliance with all local laws, rules and regulations and the Company shall not be liable in any way in the event the Service or any portion thereof is not permitted in any jurisdiction.
- The Service may be subject to the export laws, restrictions, regulations and administrative acts of the United States Department of Commerce, Department of Treasury Office of Foreign Assets Control (“OFAC”), State Department, and other United States authorities (collectively, “U.S. Export Laws”). Users shall not use the Service to collect, store or transmit any technical information or data that is controlled under U.S. Export Laws. Users shall not export or re-export or allow the export or re-export of, any portion of the Service in violation of any U.S. Export Laws. None of the content associated with the Service may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country with which the United States has embargoed trade; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Persons List, or any other denied parties lists under U.S. Export Laws. By use of the Service, You agree to the foregoing and represent and warrant that You are not a national or resident of, located in, or under the control of, any restricted country; and You are not on any denied parties list; and You agree to comply with all U.S. Export Laws (including “anti-boycott”, “deemed export” and “deemed re-export” regulations). You are not permitted to access the Service or utilize the Service from other countries or jurisdictions, and if You do so, You do so on Your own initiative and You are responsible for compliance with the local laws of that jurisdiction, if and to the extent those local laws are applicable and do not conflict with U.S. Export Laws. If such laws conflict with U.S. Export Laws, You shall not access the Service.
- GOVERNING LAW AND JURISDICTION/ AGREEMENT TO ARBITRATE
- AGREEMENT TO ARBITRATE: Except for any claim for emergency injunctive relief, any and all disputes or claims that have arisen, or may arise, between You and the Company relating in any way to or arising out of this or previous versions of these Terms. Your use of or access to the Service shall be resolved exclusively through final and binding arbitration. The Federal Arbitration Act governs the interpretation and enforcement of these Terms to arbitrate under procedures as set forth herein.
- You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of New York, USA, in the English language, without regard to principles of conflict of laws, will govern these Terms and any claim or dispute that has arisen or may arise between You and the Company.
- YOU AND THE COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER MEMBERS.
- If a court decides that applicable law precludes enforcement of any of this Section’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court, subject to Your and the Company’s right to appeal the court’s decision. All other claims will be arbitrated.
- In the event that the agreement to arbitrate above is found not to apply to You or to a particular claim or dispute, either as a result of Your decision to opt-out of the Agreement to Arbitrate or as a result of a decision by the arbitrator or a court order, or otherwise as expressly permitted herein, including for claims for emergency injunctive relief, You agree that any claim or dispute that has arisen or may arise between You and the Company must be resolved exclusively by a state or federal court located in the state, city, and county of New York, New York. You and the Company agree to submit to the personal jurisdiction of the courts located within the state, city, and county of New York, New York for the purpose of litigating all such claims or disputes and waive all defenses of lack of personal jurisdiction and forum non-conveniens thereto. YOU AGREE TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT TAKES PLACE RELATING TO OR ARISING OUT OF THIS AGREEMENT.
- Entire Terms/Miscellaneous
- These Terms constitute the entire agreement between you and us regarding the use of the Service. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
- These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by You without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
- The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created hereby. Notwithstanding any other provision in these Terms, nothing in these Terms shall create or confer (whether expressly or by implication) any rights or other benefits in favor of any person not a party hereto.
- We shall be entitled to engage subcontractors for the provision of the Service without Your prior consent.
- Each party shall be excused from performance hereunder, except with regard to payment obligations, to the extent that the failure to perform such obligation is due to a Force Majeure Event. A “Force Majeure Event” means any circumstance not within the reasonable control of the party affected, but only if and to the extent that (i) such circumstance, despite the exercise of reasonable diligence cannot be prevented, avoided or removed by such party, and (ii) such circumstance materially and adversely affects the ability of the party to perform its obligations under these Terms.
DMCA Notice - Copyrights and Copyright Agent
The Company respects the rights of all copyright holders. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. The Company may terminate access to the Service for any user who is alleged to infringe another party’s copyright upon receipt of proper notification to the Company by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if You believe that Your work has been copied and used on the Service in a way that constitutes copyright infringement, please provide the Seersite Copyright Agent with the following information required by Section 512 of the Digital Millennium Copyright Act:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single on-line site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
- Information reasonably sufficient to permit Seersite to contact the complaining party;
- A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
The Seersite Copyright Agent may be contacted at: Seersite Copyright Agent, 19 West Elm Street, Greenwich, CT 06830.
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