Terms and Conditions

Last Modified: March 27, 2020

Acceptance of the Terms and Conditions. These terms and conditions (the “Terms”) are entered into by and between You and Bizlect LLC (“Company,” “we,” or “us”). The following Terms govern your access to and use of www.Bizlect.com including any content, functionality, and services offered on or through www.Bizlect.com (the “Website”), and use of the Bizlect mobile application (the “App”, collectively, the “Product”). By accessing, browsing, crawling, scraping, using a third-party search engine, or in any way using the Product, you are a User of the Product.
Please read the Terms carefully before you start to use the Product. By using the Product, you accept and agree to be bound and abide by these Terms and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms or the Privacy Policy, you must not access or use the Product. Certain features of the Product may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

THESE TERMS AND CONDITIONS (THESE “TERMS”) SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE PRODUCT. BY ACCESSING OR USING THE PRODUCT, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE PRODCT OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE PRODUCT.

THESE TERMS REQUIRE THE USE OF MEDIATION (SECTION 16) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
Changes to the Terms and Conditions. We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them. If we make any substantial changes, we 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 Product. Continued use of our Product 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. You are expected to check this page so you are aware of any changes, as they are binding on you.
Access to the Product. We reserve the right to withdraw or amend the Product, and any service or material we provide in our sole discretion without notice. We will not be liable if for any reason all or any part of the Product is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Product, or the entire Product.
1. License. Subject to these Terms, we grant you a non-transferable, non-exclusive, revocable, limited license to use and access the Product solely for its intended purpose, as provided in the Privacy Policy, including, but not limited to, networking with potential customers on your Network (defined in Section 6), establishing campaigns (defined in Section 6), advertising your products and services, and engaging with and accepting payment from customers for your products and/or services through your Business account (defined in Section 6).
  1. Terms Applicable to Apple and Android Devices. The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play to access the Product. You acknowledge that this Agreement is concluded between you and Company only, and not with Apple Inc. or Google, Inc. (each an “App Distributor”), and Company, not an App Distributor, is solely responsible for the Company application and the content thereof.
    1. Scope of License. The license granted to you for the Company App is limited to a non-transferable license to use the Company application on a device that utilizes the Apple iOS or Android operating system, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor terms of service.
    2. Maintenance and Support. Company is solely responsible for providing any maintenance and support services with respect to the Company App, as specified in these Terms, or as required under applicable law. You acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the Company application.
    3. Warranty. Company is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Company application to conform to any applicable warranty, you may notify an App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the Company application, and to the maximum extent permitted by applicable law, an App Distributor will have no other warranty obligation whatsoever with respect to the Company application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Company’s sole responsibility.
    4. Product Claims. You acknowledge that Company, not an App Distributor, is responsible for addressing any claims of yours or any third party relating to the Company application or your possession and/or use of the Company application, including, but not limited to:
      1. product liability claims;
      2. any claim that the Company application fails to conform to any applicable legal or regulatory requirement; and
      3. claims arising under consumer protection or similar legislation.
    5. Intellectual Property Rights. You acknowledge that, in the event of any third party claim that the Company application or your possession and use of the Company application infringes a third party’s intellectual property rights, the App Distributor will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
    6. Legal Compliance. You represent and warrant that you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and you are not listed on any U.S. government list of prohibited or restricted parties.
    7. Third Party Terms of Agreement. You must comply with applicable third-party terms of agreement when using the Company application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the Company application.
    8. Third Party Beneficiary. Company and you acknowledge and agree that the App Distributors, and their subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, each App Distributor will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof.
2. Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Product; (b) you shall not access the Product in order to build a similar or competitive product or service; and (c) except as expressly stated herein, no part of the Product 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 Product shall be subject to these Terms. Exceptions to this Section 5 are as follows:
  1. Your computer and mobile device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  2. You may store files that are automatically cached by your Web browser or mobile device for display enhancement purposes.
  3. You may download a single copy of our App to your computer or mobile device, provided you agree to be bound by our end user license agreement for such applications.
3. Ownership. Excluding any User Content that you may provide (defined in Section 6), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets in the Product and its content are owned by Company or Company’s suppliers. Neither these Terms (nor your access to the Product) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 3.1. Company and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
  1. The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), excluding any User Content, are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
Copyright and Trademark Information. The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. All other names, logos, product and service names, designs, and slogans on this Product are the trademarks of their respective owners. All trademarks, logos and service marks (the “Marks”) displayed on the Product are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
User Accounts; Confidentiality. In order to use certain features of the Product, you must register for an account and provide certain information about yourself as prompted by the account profile form. You agree that all information you provide on your profile with this Product or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. You represent and warrant that: (a) all required information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may terminate your account at any time, for any reason. We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, or terminate your entire account at any time, if, in our opinion, you have violated any provision of these Terms, subject to Section 7. Termination of a User Account does not mean deletion of any data, information or otherwise Content, as defined in these Terms, that the User submits to, or uses with, the Product.
If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You are responsible for maintaining the confidentiality of your account information and are fully responsible for all activities that occur under your account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use of your account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You should use particular caution when accessing your account from a public or shared network so that others are not able to view or record your password or other personal information.
User Content. "Content" means text, images, photos, audio, video and all other forms of data or communication. “User Content” means any and all information and content that a user submits to, or uses with, the Product (e.g., content in the user’s profile, campaign messages, products/services advertised by a business). The Product permits users to create a profile for their business, establish a network of individuals linked to their business via QR code or direct invitations (the “Network”), establish campaigns to receive feedback, provide promotions, and communicate with users on their Network (the “Campaign”), and advertise and sell products and services (the “Business”). As such, User Content includes all interactive features such as Campaign and Business features, all customer data in your Network, and your personal and business profiles. All User Content and data is owned by the respective user. You are solely responsible for your User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. You hereby represent and warrant that your User Content does not violate our Content Standards detailed in Section 6.2. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Company. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Content Standards. Your interactions with other Product users are solely between you and such users. You agree that 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 Site user, we are under no obligation to become involved.
1. License. You represent and warrant that:
  1. You own or control all rights in and to the User Content and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
  2. All of your User Content do and will comply with these Terms.
  3. You understand and acknowledge that you are responsible for any User Content you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
  4. We are not responsible or liable to any third party for the content or accuracy of any User Content posted by you or any other user of the Product.
2. Content Standards. These content standards apply to any and all User Content. User Content must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Content must not:
  1. Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
  2. Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
  3. Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
  4. Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy.
  5. Be likely to deceive any person.
  6. Promote any illegal activity, or advocate, promote, or assist any unlawful act.
  7. Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
  8. Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
  9. Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
3. Prohibited Uses. You may use the Product only for lawful purposes and in accordance with these Terms. You agree not to use the Product:
  1. In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  2. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  3. To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in Section 6.2.
  4. To transmit, or procure the sending of, any advertising or promotional material to users that have requested to opt-out of your current or future Campaigns.
  5. To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
  6. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Product, or which, as determined by us, may harm the Company or users of the Product, or expose them to liability.
  7. In any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Product, including their ability to engage in real time activities through the Product.
  Additionally, you agree to not:
  1. Use any robot, spider, or other automatic device, process, or means to access the Product for any purpose, including monitoring or copying any of the material on the Product.
  2. Use any manual process to monitor or copy any of the material on the Product, or for any other purpose not expressly authorized in these Terms, without our prior written consent.
  3. Use software or automated agents or scripts to produce multiple accounts on the Product.
  4. Use any device, software, or routine that interferes with the proper working of the Product.
  5. Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  6. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Product, the server on which the Product is stored, or any server, computer, or database connected to the Product.
  7. Attack the Product via a denial-of-service attack or a distributed denial-of-service attack.
  8. Otherwise attempt to interfere with the proper working of the Product.
4. Enforcement. We reserve the right (but have 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 Content Standards or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 8, and/or reporting you to law enforcement authorities.
Monitoring and Enforcement; Termination. Subject to this Section 7, these Terms will remain in full force and effect while you use the Product. We may suspend or terminate your rights to use the Product (including your account) at any time for any reason at our sole discretion, including for any use of the Product in violation of these Terms. Upon termination of your rights under these Terms, your account and right to access and use the Product will terminate immediately. You understand that any termination of your account may involve deletion of your User Content associated with your account from our live databases. We 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.
1. We have the right to:
  1. Remove or refuse to post any User Content for any or no reason in our sole discretion.
  2. Take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates the Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Product or the public, or could create liability for the Company.
  3. Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
  4. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Product.
  5. Terminate or suspend your access to all or part of the Product for any violation of these Terms.
2. Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Product.
  YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.
  
  However, we cannot review all material before it is posted on the Product and cannot ensure prompt removal of objectionable material after it has been posted and shared. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Copyright Policy. We respect the intellectual property of others and asks that users of our Product do the same. In connection with our Product, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Product who are repeat infringers of intellectual property rights, including copyrights. Bizlect LLC disclaims any responsibility for copyright infringement by users. If you believe that one of our users is, through the use of our Product, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent: your physical or electronic signature; identification of the copyrighted work(s) that you claim to have been infringed; identification of the material on our services that you claim is infringing and that you request us to remove; sufficient information to permit us to locate such material; your address, telephone number, and e-mail address; a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
Reliance on Information Posted. The information presented on or through our Product is primarily User Content made available to potential customers for the sole purpose of advertising, promoting, and selling products and/or services. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of our Product, or by anyone who may be informed of any of its contents.
Our Product is primarily content provided by Users or third parties. All statements and/or opinions expressed in these materials, other than the content provided by the Company, 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. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any User or third party.
Information About You and Your Usage of the Product. All information we collect through our Product is subject to our Privacy Policy. By using our Product, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
Online Purchases. All purchases initiated or completed through our Product, or other transactions for the sale of goods, services, or information formed through the Product, or resulting from accesses made by you, are processed by third parties. Bizlect LLC facilitates the sale, purchase, and processing of payments for goods and services. User will be charged a then-current processing fee, pursuant to the third parties’ terms and conditions. By making a purchase through our Product, User acknowledges and agrees to the third parties’ processing fees. User is solely responsible to review the third parties’ terms and conditions. By using our Product, you agree that we are not liable for facilitating transactions. User transactions through the Product are entered into at your own risk. We do not warrant the accuracy, completeness, or usefulness of products, services, goods, and other items or information listed through our Product. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of our Product, or by anyone who may be informed of any of its contents.
Disclaimer of Warranties. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet, your respective mobile device’s app store, or the Product will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Product for any reconstruction of any lost data.
TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, MOBILE DEVICES, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PRODUCT OR ANY SERVICES, GOODS OR ITEMS OBTAINED THROUGH THE PRODUCT OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE PRODUCT, ITS CONTENT, AND ANY SERVICES, GOODS OR ITEMS OBTAINED THROUGH THE PRODUCT IS AT YOUR OWN RISK. THE PRODUCT, ITS CONTENT, AND ANY SERVICES, GOODS OR ITEMS OBTAINED THROUGH THE PRODUCT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PRODUCT. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PRODUCT, ITS CONTENT, OR ANY SERVICES, GOODS OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PRODUCT OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PRODUCT OR ANY SERVICES, GOODS OR ITEMS OBTAINED THROUGH THE PRODUCT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PRODUCT, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PRODUCT OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Indemnification. You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Product, including, but not limited to, your User Content, any use of the Product’s content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Product. 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.
Governing Law and Jurisdiction. All matters relating to the Product and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).
Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Product shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida, in each case located in the City of Miami and County Miami-Dade. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts
Mediation. In the event a dispute shall arise from these Terms or use of the Product, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, the parties agree to resolve the dispute in mediation with a mediator selected by the parties in accordance with the mediation procedures of United States Arbitration & Mediation, applying Florida law. The parties shall cooperate with one another in selecting a mediation service and shall cooperate with the mediation service and with one another in selecting a neutral mediator and in scheduling the mediation proceedings. The parties agree that the mediator’s fees and expenses and the costs incidental to the mediation will be shared equally between the parties.
The parties further agree that all offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator and any employees of the mediation service, are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation, arbitration, or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.
Disputes Between Users. If there is a dispute between users of the Product, or between users and any third party, you understand and agree that the Company is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release the Company, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the our services.
Electronic Communications. The communications between you and the Company use electronic means, whether you use the Website, App, or send us emails, or whether we post notices on the Product or communicate with you via email. For contractual purposes, you (a) consent to receive communications from the Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that the 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.
Waiver and Severability. No waiver by the Company of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms will continue in full force and effect, or the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Entire Agreement. These Terms constitute the entire agreement between you and us regarding the use of the Product. These Terms and our Privacy Policy supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Product. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. 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. The Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.