TERMS OF USE
Effective date: January 1, 2009
IMPORTANT! PLEASE CAREFULLY READ THESE TERMS OF USE ("TOU") BEFORE USING THIS WEB SITE, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. Sante D’Or Foundation (the "Organization" or "we," "our," or "us") owns this interactive web site (however accessed and/or used, whether via personal computers, mobile devices or otherwise) or other interactive features that are accessible or downloadable through this web site owned by the Organization and that link to these TOU. THESE TOU GOVERN YOUR USE OF THE WEB SITE. This TOU only applies to the Web Site, and not to any other offline activities by the Organization (unless specifically stated). You agree to these TOU by accessing or using the Web Site, registering for services offered on the Web Site, or by accepting, uploading, submitting or downloading any information or content from or to the Web Site. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TOU, DO NOT USE THIS WEB SITE.
Acceptance of Terms
Your use of the Web Site is subject to these TOU, which may be updated by us from time to time without notice to you. It is important for you to refer to these TOU from time to time to make sure that you are aware of any additions, revisions, or modifications that we may have made to these TOU. Your use of the Web Site constitutes your acceptance of these TOU.
Your use of the Web Site is subject to these TOU, which may be updated by us from time to time without notice to you. It is important for you to refer to these TOU from time to time to make sure that you are aware of any additions, revisions, or modifications that we may have made to these TOU. Your use of the Web Site constitutes your acceptance of these TOU.
Description of Web Site Services
This Web Site may provide users with access to a collection of online resources, including various communications tools, online forums, shopping services, personalized content and branded programming. Unless explicitly stated otherwise, any new features that augment or enhance the Web Site, including the release of new or specialized Organization web-based services, are subject to these TOU. In some instances, these TOU and a separate end user license or similar agreement will apply to a service or product offered by the Organization and/or the Web Site. We may add, change, remove, suspend or discontinue any aspect of the Web Site at any time without notice. We may also impose limits on certain features and services or restrict access to parts of or all of the Web Site without notice or liability. In order to use the Web Site, you must obtain access to the Internet, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet, (e.g., personal computer, modem, cell phone, other access device, etc.)
3. Intellectual Property Ownership; License
The past, present and future Web Site content, including, without limitation, organization, graphics, text, images, audio, videos, designs, compilations, advertising copy, and the trademarks, logos, domain names, trade names, service marks and trade identities; any and all copyrightable material (including source and object code); and all other materials related to the Web Site, including without limitation, the "look and feel" of the Web Site (collectively, "Content") are protected by applicable copyrights and other proprietary (including, but not limited to, intellectual property) rights and are the property of the Organization and its affiliates and/or licensors. Except as expressly set forth in these TOU or otherwise expressly granted to you in writing by the Organization, no rights (either by implication, estoppel or otherwise) are granted to you. The copying, reproduction, rearrangement, sales, leasing, renting, distribution, redistribution, modification, downloading, exchanging, creating of derivative works, uploading, posting, transmitting, or publication by you, directly or indirectly, of the Content, including the removal or alteration of advertising, is strictly prohibited. You agree to abide by any and all additional copyright notices, information, or restrictions contained in any part of the Web Site. Copying, archiving or storing any part of the Web Site for a purpose that is not permitted by these TOU is expressly prohibited without prior written permission from the Organization or the applicable copyright holder as identified on the Web Site.
4. Acceptable Use
If and as applicable,you will not use the Web Site to:
1. Upload, post, e-mail, transmit, display, distribute, promote, or otherwise make available: (i) any material that is false, unlawful, threatening, tortious, disparaging (including disparaging of the Organization or its affiliates), anything that adversely affects Sante D’Or Foundation business or activites such as discouraging any person or entity from advertising with, linking to or supplying Sante D’Or Foundation, any material that is abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, racist, sexually explicit, ethnically or culturally offensive, indecent, or that promotes violence, racial hatred, terrorism, or illegal acts, or is otherwise objectionable in the Organization's sole discretion; (ii) information, software, or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark, patent, trade secret, rights of privacy or publicity or any other proprietary right; (iii) material of any kind that contains a virus, Trojan horse, time bombs, worms, spyware, bots, any automated use of the system, such as scripts, or other harmful component or restricts or inhibits any other user's uninhibited use and enjoyment of the Web Site, interferes with or disrupts the Web Site or servers or networks connected to the Web Site, or disobeys any requirements, procedures, policies or regulations of networks connected to the Web Site; (iv) information or material of any kind that constitutes or contains false or misleading indications of origin or statements of fact, including, without limitation, by forging any TCP/IP packet header, any part of the header information in any transmission to the Web Site, or otherwise manipulating identifiers in order to disguise the origin of any content transmitted to the Web Site; or (v) any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," requests for money, or any other form of solicitation;
2. Encourage, promote, solicit or commit conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law or otherwise make available any material that exploits or harms any individual, corporation or other entity;
3.Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
4. Disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Web Site are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
5. Stalk, abuse, sexually exploit, violently exploit, act violently toward or otherwise harass another user;
6. Use or attempt to use another's information, account, password, service or system except as expressly permitted;
7. Solicit or collect personal data, including telephone numbers, addresses, last names, or email addresses, about other users.
You represent, warrant and agree that you will comply with the above acceptable use policy.
5. User Accounts, Additional Terms, and End User License Agreements
Registration may be required for the use of certain portions of the Web Site (e.g.l, newsletters, games, sweepstakes, contests, specialized content downloads, retail sales, wireless alerts, etc.). In some instances, these TOU and separate end user license agreements or terms of use that set forth additional conditions may apply to a service or product offered via the Web Site. To the extent there is a conflict between these TOU and the terms of any applicable end user license or similar agreement, the end user license or similar agreement will control, unless the additional conditions expressly state that these TOU will control. In cases where there are no additional terms or conditions stated for any such registrations, services or products, these TOU will control. Registration data and certain other information about you are subject to the privacy policy posted at the Web Site on which you are providing your registration information. Please read that privacy policy for information on how your data will be handled.
If you choose to provide information to the Web Site, you agree to provide only true, accurate, current and complete information. If you create a user account, you agree to accept responsibility for all activities that occur under your account or password, if any, and agree you will not sell, transfer or assign your user account. You are responsible for maintaining the confidentiality of your password, if any, and for restricting access to your computer, cell phone (or other internet access device, as applicable) so that others may not access any password-protected portion of the Web Site using your name, user name or password in whole or in part.
6. Promotions
The Web Site may contain or offer sweepstakes, contests or other promotions, which may be governed by a separate set of rules that describe the sweepstakes, contest or promotion and may have eligibility requirements, such as certain age or geographic area restrictions. It is your responsibility to read those rules to determine whether or not your participation, registration or entry will be valid or restricted, and to determine the sponsor's requirements of you in connection with the applicable sweepstakes, contest or promotion.
7. Third Party Content and Information
The Web Site contains Content that is provided for your convenience and enjoyment. Third parties may provide some of the Content. You should be aware that the Content might contain errors, omissions, inaccuracies, outdated information, and inadequacies and that the Content may be subject to terms and conditions which may be found on the Web Site or in the documents and policies of third parties. We make no representations or warranties as to the completeness, accuracy, adequacy, currency or reliability of any Content and will not be liable for any lack of the foregoing. Third party advertisers may offer goods, services and other materials to you on the Web Site. Your correspondence and business dealings with others found on or through the Web Site including, without limitation, the payment and delivery of products and services, and any terms, conditions, warranties and representations associated with such dealings, are solely between you and the advertiser. You agree that the Organization will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or the offering of such products, services, and other Content on the Web Site. Descriptions of, or references to, products, services or publications within the Web Site does not imply endorsement of that product, service or publication.
The Web Site contains Content that is provided for your convenience and enjoyment. Third parties may provide some of the Content. You should be aware that the Content might contain errors, omissions, inaccuracies, outdated information, and inadequacies and that the Content may be subject to terms and conditions which may be found on the Web Site or in the documents and policies of third parties. We make no representations or warranties as to the completeness, accuracy, adequacy, currency or reliability of any Content and will not be liable for any lack of the foregoing. Third party advertisers may offer goods, services and other materials to you on the Web Site. Your correspondence and business dealings with others found on or through the Web Site including, without limitation, the payment and delivery of products and services, and any terms, conditions, warranties and representations associated with such dealings, are solely between you and the advertiser. You agree that the Organization will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or the offering of such products, services, and other Content on the Web Site. Descriptions of, or references to, products, services or publications within the Web Site does not imply endorsement of that product, service or publication.
8. Information You Submit
Tthe Web Site may contain functionality through which you can upload or otherwise submit information, messages, photographs, audio, video, text and other materials to the Web Site ("Your Upload Information"). For example, the Web Site may offer forums, bulletin boards, wiki, chat rooms or other interactive areas ("User Forums"). The Organization, its subsidiaries or affiliates or the directors, officers, employees, or other representatives of each of them do not endorse the content posted in User Forums. The Organization reserves the right, but is not obligated, to delete, move or edit Your Upload Information, in whole or in part, submitted by you to a User Forum for any reason in its sole discretion. The Organization reserves the right to suspend or terminate your access to the Web Site and pursue all legal remedies if the Organization believes your Upload Information infringes another's copyright or otherwise violates any law, rule or regulation. You acknowledge and agree that you are prohibited from accepting payment for Your Upload Information, including, without limitation, accepting payment for the inclusion of a logo, brand or other commercial content, in Your Upload Information.
Tthe Web Site may contain functionality through which you can upload or otherwise submit information, messages, photographs, audio, video, text and other materials to the Web Site ("Your Upload Information"). For example, the Web Site may offer forums, bulletin boards, wiki, chat rooms or other interactive areas ("User Forums"). The Organization, its subsidiaries or affiliates or the directors, officers, employees, or other representatives of each of them do not endorse the content posted in User Forums. The Organization reserves the right, but is not obligated, to delete, move or edit Your Upload Information, in whole or in part, submitted by you to a User Forum for any reason in its sole discretion. The Organization reserves the right to suspend or terminate your access to the Web Site and pursue all legal remedies if the Organization believes your Upload Information infringes another's copyright or otherwise violates any law, rule or regulation. You acknowledge and agree that you are prohibited from accepting payment for Your Upload Information, including, without limitation, accepting payment for the inclusion of a logo, brand or other commercial content, in Your Upload Information.
All of Your Upload Information is your sole responsibility. This means that you, and not the Organization, are entirely responsible for all of Your Upload Information that you upload, post, e-mail, transmit or otherwise make available via the Web Site. If you post personal information in User Forums or on other publicly available areas of the Web Site then you may receive unsolicited messages from third parties. Company cannot ensure the security of any information you post on publicly available areas of the Web Site. Under no circumstances will the Organization be liable in any way for any of Your Upload Information including, but not limited to, any errors or omissions in Your Upload Information, or for any loss or damage of any kind incurred as a result of Your Upload Information. You represent that Your Upload Information is an original work by you or you have all necessary rights in it and to submit it to the Organization under the terms of these TOU; that it is not defamatory; and that it does not infringe upon, misappropriate or violate the rights of any third parties, including, without limitation, any intellectual property rights, rights of publicity or privacy or any other proprietary rights or otherwise violate any law, rule, or regulation. You further agree that you are solely liable for any and all costs, claims, demands, investigations, liabilities, losses, damages, judgments, settlements, costs and expenses, including attorneys' fees, connected to or arising from your breach of any representation or warranty, or other violation of the terms of the TOU or any User Agreement.
Your Upload Information will be treated as non-confidential and non-proprietary and we will not be liable for any use or disclosure to anyone, including but not limited to claimed intellectual property owners. When you upload Your Upload Information via the Web Site, you irrevocably grant to the Organization, its subsidiaries, affiliates, and partners a non-exclusive, worldwide, royalty-free license containing, without limitation, all right, title and interest in Your Upload Information, including, without limitation, all patents, trademarks, service marks, trade names, trade identities, copyrights, trade secrets, logos, domain names, know-how, source code and object code, mask-work rights, inventions, moral rights, author's rights, algorithms, rights in packaging, goodwill and other intellectual property and proprietary rights whatsoever in Your Upload Information. You further agree that the Organization, its subsidiaries, affiliates, and partners will have the unfettered right throughout the universe, in perpetuity, without any credit or compensation to you, to use, reuse, modify, alter, display, archive, publish, sub-license, perform, reproduce, disclose, transmit, broadcast, post, sell, translate, create derivative works of, distribute and use for advertising, marketing, publicity and promotional purposes, any of Your Upload Information or portions of Your Upload Information, and your name, voice, likeness and other identifying information, in any form, media, software or technology of any kind now known or developed in the future for any purposes whatsoever including, without limitation, developing, manufacturing and marketing products using such Uploaded Information. You hereby waive any moral rights you may have in and to any of Your Upload Information, even if such material is altered or changed in a manner not agreeable to you. You agree and understand that the Organization, its subsidiaries, affiliates, and partners are not obligated to use Your Upload Information submitted through the Web Site or otherwise, and may alternatively choose to discard, and limit or block access to Your Uploaded Information without any liability whatsoever. You acknowledge that the Web Site, through the Organization, its subsidiaries, affiliates, and partners undertakes no obligation to pre-screen Your Upload Information, but that it has the right in its sole discretion to modify, transmit over various networks, refuse, move, block access to or remove any of Your Upload Information. You agree that you must evaluate, and bear all risks associated with, the use of any of Your Upload Information including, but not limited to, any reliance on the accuracy, completeness, or usefulness of Your Upload Information. Since the Organization, its subsidiaries, affiliates, and partners may not pre-screen user generated content, you may bear legal responsibility for others' exposure to any offensive, indecent or objectionable content in Your Upload Information.
9. Disclaimer of Warranties
THE WEB SITES, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, SOFTWARE, AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH OR SENT FROM THE WEB SITES, ARE PROVIDED "AS IS," "AS AVAILABLE, " AND "WITH ALL FAULTS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY AND ITS PARENTS, SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) ABOUT: (A) THE WEB SITES; (B) THE CONTENT AND SOFTWARE ON AND PROVIDED THROUGH THE WEB SITES; (C) THE FUNCTIONS MADE ACCESSIBLE ON OR ACCESSED THROUGH THE WEB SITES; (D) THE MESSAGES AND INFORMATION SENT FROM THE WEB SITES BY USERS; (E) ANY PRODUCTS OR SERVICES OFFERED VIA THE WEB SITES OR HYPERTEXT LINKS TO THIRD PARTIES; AND/OR (F) SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE WEB SITES OR ANY LINKED SITE. COMPANY DOES NOT WARRANT THAT THE WEB SITES, ANY OF THE WEB SITES' FUNCTIONS OR ANY CONTENT CONTAINED THEREIN WILL BE OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE WEB SITES OR THE SERVERS THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.UNINTERRUPTED
COMPANY DOES NOT WARRANT THAT YOUR ACTIVITIES OR USE OF THE WEB SITES IS LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, COMPANY SPECIFICALLY DISCLAIMS SUCH WARRANTIES. YOU UNDERSTAND THAT BY USING ANY OF THE FEATURES OF THE WEB SITES, YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE WEB SITES OR THE CONTENT. FURTHER, COMPANY AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE.
COMPANY, ITS PARENT, SUBSIDIARIES OR AFFILIATES OR THE DIRECTORS, OFFICERS, EMPLOYEES, OR OTHER REPRESENTATIVES OF EACH OF THEM SHALL NOT BE LIABLE FOR THE USE OF THE WEB SITES INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO THIS AGREEMENT.
10. Disclaimers/Limitation of Liability
YOU UNDERSTAND AND AGREE THAT THE ORGANIZATION LIMITS ITS LIABILITY IN CONNECTION WITH YOUR USE OF THE WEB SITE AS SET FORTH BELOW:
YOU UNDERSTAND AND AGREE THAT THE ORGANIZATION LIMITS ITS LIABILITY IN CONNECTION WITH YOUR USE OF THE WEB SITE AS SET FORTH BELOW:
UNDER NO CIRCUMSTANCES SHALL THE ORGANIZATION, ITS SUBSIDIARIES, OR AFFILIATES OR THE DIRECTORS, OFFICERS, EMPLOYEES, OR OTHER REPRESENTATIVES OF EACH OF THEM (COLLECTIVELY, THE "ORGANIZATION’S ENTITIES AND INDIVIDUALS") BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, ECONOMIC, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO (1) THE WEB SITE, THE CONTENT, OR YOUR UPLOAD INFORMATION; (2) THE USE OF, INABILITY TO USE, OR PERFORMANCE OF THE WEB SITE; (3) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY COMPANY OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE WEB SITE OR CONTENT;(4) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OWNERS; (5) ANY ERRORS OR OMISSIONS IN THE WEB SITES' TECHNICAL OPERATION, EVEN IF FORESEEABLE OR EVEN IF THE COMPANY ENTITIES AND INDIVIDUALS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE WEB SITE). IN NO EVENT WILL THE ORGANIZATION’S ENTITIES AND INDIVIDUALS BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE ORGANIZATION’S ENTITIES AND INDIVIDUALS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100).
THE ORGANIZATION’S ENTITIES AND INDIVIDUALS ARE NOT RESPONSIBLE FOR ANY DAMAGE TO ANY USER'S COMPUTER, MODEM, CELL PHONE, HARDWARE, SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION. YOUR ACCESS TO AND USE OF THIS WEB SITE IS AT YOUR RISK. IF YOU ARE DISSATISFIED WITH THE WEB SITE OR ANY OF THE CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE WEB SITE OR THE CONTENT.
YOU RECOGNIZE AND CONFIRM THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF THE ORGANIZATION'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, PROGRAM, OR OTHER AUDIO/VISUAL CONTENT OWNED OR CONTROLLED BY THE ORGANIZATION AND/OR ITS SUBSIDIARIES, AND/OR AFFILIATES OR YOUR UPLOAD INFORMATION, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY ORGANIZATION WEB SITE, PROPERTY, PRODUCT, PROGRAM, OR OTHER AUDIO/VISUAL CONTENT OR YOUR UPLOAD INFORMATION OR ANY AND ALL ACTIVITIES OR ACTIONS RELATED THERETO.
BY ACCESSING THIS WEB SITE, I UNDERSTAND THAT I MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
11. Idemnity
You agree to defend, indemnify and hold harmless the Company Entities And Individuals with respect to any and all costs, claims, demands, investigations, liabilities, losses, damages, judgments, settlements, costs and expenses, including attorneys' fees arising out of or in connection with this TOU, including, without limitation: (a) your use of the Web Sites; (b) your violation of these TOU or any law, rule or regulation; (c) your use of the Content; or (d) any of Your Upload Information. You will cooperate as fully and reasonably as required by Company in the defense of any claim. Notwithstanding the foregoing, Company retains the exclusive right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of actions which are brought against Company herein under the terms and provisions of this Section 15 and in no event shall you settle any such claim without Company's prior written approval.
12. Governing Law
THESE TOU AND THE INTERPRETATION OF THESE TOU SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ITS CONFLICTS OF LAWS RULES AND SPECIFICALLY WILL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.
13. Jurisdiction and Venue
You waive all rights to trial by jury in any action or proceeding instituted in connection with these TOU and/or the Web Sites. Any controversy or claim arising out of or relating to these TOU and/or the Web Sites shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in the State of California, in the City of Los Angeles, County of Los Angeles and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Any matters or proceedings that are not subject to arbitration as set forth in this Section 17 of these TOU and/or for entering any judgment on an arbitration award, shall take place in the State of New York, in the City of New York, County of New York. You waive the defense of forum non conveniens.
14. Miscellaneous
You are solely responsible for compliance with applicable laws, rules, and regulations in connection with your use of the Web Sites and the Content, including, without limitation, those governing your transmission or use of any software or data. These TOU and any applicable end user license or similar agreements contain the sole and entire agreement between the parties with respect to the Web Sites, the Content and Your Upload Information and supersedes any and all other prior written or oral agreements between them. The section titles in these TOU are for your convenience only and do not have any legal or contractual effect. You agree that these TOU will not be construed against Company by virtue of having drafted these TOU. If any provision of these TOU shall be held invalid or unenforceable by any court of competent jurisdiction or as a result of future legislative action, such holding or action shall be strictly construed and shall not affect the validity or effect of any other provision of these TOU. No waiver on the part of Company of any of these TOU will be of any force or effect unless made in writing and signed by a duly authorized officer of Company.
15. Termination
You understand and agree that the Organization will determine your compliance with these TOU in its sole discretion. The Organization reserves the right to deny access to all or part of the Web Site and to deny access to any person in its sole discretion without notice or liability of any kind. Any violation of these TOU may be referred to law enforcement authorities.
You understand and agree that the Organization will determine your compliance with these TOU in its sole discretion. The Organization reserves the right to deny access to all or part of the Web Site and to deny access to any person in its sole discretion without notice or liability of any kind. Any violation of these TOU may be referred to law enforcement authorities.
