TERMS OF USE
Please Read Carefully.
Last Updated: March 30, 2023
The services Sage & Sherpa LLC and The Whittlery d/b/a Sage & Sherpa, Fred’s Forget Me Knots Co d/b/a Sage & Sherpa (hereinafter “Company”, “we,” “our,” and “us”) provides to you are subject to the terms and conditions set forth herein (“Terms of Use”), which governs your access and/or use of this website, our platform and/or use of any mobile versions, content, programs, materials, blogs, products, services, event listings, and any websites that the Company may have now and/or in the future (collectively the “Services”).
By purchasing courses and/or attending a course, and/or using the Services, you signify your agreement with this Terms of Use and are entering into a legally binding agreement with the Company. Please read this Terms of Use carefully. If you do not accept this Terms of Use, now or in the future, please stop your use of the Services immediately, in which case any continuing access and/or use of the Services is unauthorized. You further acknowledge that you are using the Services for your own sole purpose and not for the benefit of a competitor.
ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND THE COMPANY WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT AND/OR CLASS-WIDE ARBITRATION.
PRIVACY POLICY
You also agree to the Company’s privacy policy (“Privacy Policy”) and consent to any personal information we may obtain about you being collected, stored, and/or otherwise processed in accordance with the Privacy Policy and this Terms of Use.
CHANGES
Subject to the conditions set forth herein, the Company may, at any time, in its sole discretion, make changes to the Services, including its look, feel, format and content. Any revisions to this Terms of Use will take effect when posted on the Service unless otherwise stated. In the event a revised version includes substantial changes, the Company will provide additional forms of notification as it deems necessary in its sole discretion. The Company may make such changes to the terms and conditions contained herein and your continued use of the Services following such changes will constitute your acceptance of such changes. The Company will provide a notice of such changes by posting the updated Terms of Use on the website and changing the “last updated” date listed above.
Scope of Use
Eligibility. The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers get parental consent before they knowingly collect personally identifiable information online from children under the age of thirteen (13). We do not knowingly collect or solicit information from children under the age of thirteen (13). You represent that you are over the age of eighteen (18) and are the intended recipient of the Services. You may not access and/or use the Services for any purpose if either of the representations in the preceding sentence is not true. We may, in our sole discretion, refuse to offer the Services to any person and/or entity and change its eligibility criteria at any time. If we learn we have collected personal information from a child under the age of thirteen (13), we will delete the information, so please contact us if you think a child has provided us personal information.
Use of Services and Availability. The Company retains the right, in our sole and absolute discretion, to deny service and/or access to and/or use of the Services to anyone at any time and for any reason without liability. To the extent any programs provide ‘lifetime access’, such access is limited to the lifetime of the program. Further, while we use reasonable efforts to keep the Services accessible, the Services may be unavailable from time to time. You understand and agree that there may be interruptions to the Services and/or access to your account due to circumstances both within our control (e.g., routine maintenance) and outside of the Company’s control. The Services (including any specific programs) may be modified, updated, suspended and/or discontinued at any time without notice and/or liability.
USE OF OUR PAID AND FREE PRODUCTS
We may offer free products for you to download and also sell paid courses, programs, physical or digital products and any other related materials (collectively, “products”) on this website. We only grant you a limited, personal, non-exclusive and non-transferable license to use all our products for your personal use only.
You acknowledge and agree that you have no right to share, modify, sell, edit, copy, reproduce, create derivative works of, reverse engineer, enhance or in any way exploit our products. You cannot sell or redistribute any of our products, whether free or paid ones, without our express written consent.
Creating an Account. You may establish an account through the Services. Without creating an account, you will be able to browse our website, which merely features information about the Services and related materials, but you will not be able to use and/or access certain of our Services. Your account requires you to (i) indicate agreement to this Terms of Use, (ii) provide contact information, and (iii) submit any other form of authentication required during the enrollment process, as determined by the Company in its sole and absolute discretion. If you establish an account with the Company, you agree to provide true, accurate and current information in connection with your account. You are responsible for updating and correcting information you have submitted to create and/or maintain your account. Any usernames and passwords used for the Services are for individual use only. You are solely responsible for maintaining the security and confidentiality of the password you use to access your account. You understand and agree that the Company shall have no responsibility for any incident arising out of, or related to, your account settings. The Company will assume that anyone using the Services and/or transacting through your account is you. Therefore, you further agree to immediately notify the Company of any unauthorized use of your password and/or account and/or any other breach of security. You may only create and hold one (1) account that you are solely responsible for managing and are prohibited from using other disguised identities when using the Services. We may refuse to grant you an account with a name that impersonates someone else, if it may be illegal, vulgar, offensive, and/or if it may be protected by trademark and/or other proprietary rights, as determined by the Company in its sole and absolute discretion. Your account is non-transferrable and may not be sold, combined and/or otherwise shared with any other person. If you violate this Terms of Use we may terminate your account immediately. Upon termination, the provisions of this Terms of Use that are by their nature intended to survive termination (including without limitation any disclaimers, limitations of liability and indemnities) shall survive such termination.
If we terminate your account, you may not subscribe under a new account unless we formally invite you. If you commit fraud and/or falsify information in connection with your access to and/or use of the Services, your account will be terminated immediately and we reserve the right to hold you liable for any and all damages that we suffer, and we may pursue legal action through relevant local and national law enforcement authorities and may notify your ‘Internet Service Provider’ of any fraudulent activity we associate with you and/or your access to and/or use of the Services.
Communications from the Company. By using the Services, you agree to receive certain communications in connection with the Services. When you access and/or use the Services, you are communicating with us electronically, and you consent to receive communications from us electronically including but not limited to notices related to the Services provided to you via email. You agree that all agreements, notices, disclosures and/or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting us. If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal.
Your Responsibilities. Company grants you the rights set forth herein, subject to the following conditions:
- You may not access all or any part of the Services in order to build a product or service which competes with the Services;
- You shall not obtain or attempt to obtain any data through any means from the Services, except if we intend to provide and/or make it available to you;
- You shall not pretend to be someone else, use someone else’s identify or misrepresent your affiliation with a person or entity;
- You shall not copy or imitate part or all of the design, layout, and/or look-and-feel of the Services and/or individual sections of it, in any form or media;
- You will use commercially reasonable efforts to prevent unauthorized access to and/or use of the services and content provided on the Services, and to notify Company promptly of any such unauthorized access and/or use; and
- You shall not use the Services for any unlawful purpose and/or to violate any federal, state, international law, code of conduct and/or other guidelines which may be applicable to the Services provided.
The commercial use, reproduction, transmission or distribution of any information, software or other material available through the Services without the prior written consent of the Company is strictly prohibited.
ERRORS, INACCURACIES, OMISSIONS AND PERFORMANCE
Occasionally there may be information on the Services that contain typographical errors, inaccuracies, and/or omissions that may relate to service and/or course descriptions, pricing, offers, Services and availability. We reserve the right to: (i) revoke any stated offer; (ii) correct any errors, inaccuracies, and/or omission; and/or (iii) make changes to prices, content, promotion offers, service and/or product descriptions and/or other information without obligation to issue any notice of such changes, except as prohibited by law. The Services will include resources, virtual products and the fundamental business concepts. However, you acknowledge that while the Service will be comprehensive, completion of a course and use of the Service does not guarantee results. You further acknowledge and agree that the Company makes no guarantee, express or implied, regarding the Services, courses and/or any improvement in your business, personal life, skills and/or income.
PROPRIETARY RIGHTS AND LICENSES
Intellectual Property. The Services, any content on the Services and the infrastructure used to provide the Services are proprietary to the Company, our affiliates, and other content providers. By using the Services and accepting this Terms of Use: (a) the Company grants you a limited, personal, nontransferable, nonexclusive, revocable right to access and use the Services pursuant to this Terms of Use and to any additional terms and policies set forth by the Company; and (b) you agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell and/or re-sell any content, courses, software, products and/or services obtained from and/or through the Services without the express written permission of the Company.
All content on this website including but not limited to text, posts, logos, marks, graphics, files, materials, services, products, videos, audio, applications, computer code, designs, downloads and all other information here (collectively, the “Content”) is owned by us and is protected by copyright, trademark and other intellectual property and unfair competition laws with the exception of any content from others that we are lawfully permitted to use. You are granted a limited revocable license to print or download Content from the website for your own personal, non-commercial, non-transferrable, informational and educational use only, while ensuring it’s not in violation of any copyright, trademark, and intellectual property or proprietary rights.
Reservation of Rights. The content, headers, videos, illustrations, photographs, graphics, icons, trade dress and/or other information on the Service (“Content”), as well as the organization and/or layout of the Service, are copyrighted and are protected by United States and international copyright laws and treaty provisions. The Company owns, controls, lawfully uses and/or licenses the Content on the Service. The Company’s name and logo may not be copied, imitated and/or used, without the Company’s prior written permission. Subject to the limited rights expressly granted hereunder, the Company and/or its third party providers reserve all right, title and interest in and to the Services and Content, including all related worldwide intellectual property rights. You are acquiring no other right to use artwork, designs, trade secrets, trade names, copyrighted materials, trademarks, or service marks of the Company or its affiliates or agents. No rights are granted to you hereunder other than as expressly set forth herein.
Sage and Sherpa, The Whittlery and Fred’s Forget Me Knots Co are the trademarks of the Company. Other names appearing on the website may be trademarks of their respective owners
All rights are reserved.
Feedback. If you provide us (in a direct mail, email and/or otherwise) with any feedback, suggestions, improvements, enhancements, recommendations and/or feature requests relating to the Services (“Feedback”), then you further grant the Company a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate any such Feedback. The Company has no obligations to review any Feedback and may use and redistribute Feedback for any purpose without restriction in its sole and absolute discretion.
RESTRICTIONS ON USE OF MATERIALS
Materials. The Company may provide materials to you including but not limited to: all information related to the Company to which you have access, whether in oral, written, graphic or machine-readable form, in the course of or in connection with your use of the Services, including but not limited to notes, recordings, courses, chats, analyses, phone-calls, studies, videos, books, tests, and other aids, procedures, techniques, operating methods, know-how, processes, formulas, source and object codes, data, improvements, plans, and/or marketing information and any other information which could reasonably be expected to benefit competitors of the Company (collectively, “Materials”). You understand that the Materials that you receive are confidential and proprietary to the Company, and shall not be sold, loaned, rented, given away, distributed, advertised for sale on the ‘Internet’ and/or through any other medium, and/or exploited in any manner. Upon purchase of a course, event or subscription, as applicable, the Materials provided to you are for your sole use and are not to be shared with others.
Prohibited Conduct. You may download, store, display on your computer, view, listen to, play and print Materials that the Company publishes or broadcasts on the Service or makes available for download through the Service subject to the following: (a) the Materials may be used solely for your personal, informational, noncommercial purposes; (b) the Materials may not be copied, modified or altered in any way; (c) the Materials may not be publicly displayed; and (d) the Materials may not be redistributed. You further agree that you will not copy or cause to be copied and/or reproduce in any manner, electronic and/or otherwise, any of the Materials, any notes based on the Materials and/or any notes based on the courses or programs you take or otherwise participate in. The commercial use, reproduction, transmission or distribution of any Materials available through the Service without the prior written consent of the Company is strictly prohibited. You agree that you will not tape-record, video-record, transmit, photograph, and/or otherwise reproduce the Materials and/or any and all courses that you get access to through the Service.
You will not, except as expressly authorized in this Terms of Use: (a) use, copy, merge, or make derivative works of the Services, Content or the Materials provided on or through the Service; (b) rent, lease, sublicense, distribute, transfer, copy, modify, or timeshare your login or any of your rights under this Terms of Use; (c) provide unauthorized third parties with access to or use your login information; (d) reverse engineer, disassemble, decompile, or otherwise attempt to access the source code of the Services, except and only to the extent that such activity is expressly permitted by applicable law; (e) use automated scripts to collect information or otherwise interact with the Service in an unauthorized manner; (f) use the Services in any unlawful manner or in any manner that could harm or disable sageandsherpa.com; thewhittlery.com (g) use the Service to upload, post, send, store, or otherwise transmit any content that the Company finds objectionable; or (h) use the Services after any expiration, termination, or cancellation of this Terms of Use or the license granted herein.
Breach of this Section may result in irreparable and continuing damage to the Company for which monetary damages may not be sufficient, and you agree that the Company will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive or all other equitable relief as may be proper from a court of competent jurisdiction.
NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the Services, you agree not to use the Services, Materials or Content provided on or through the Service, for any purpose that is unlawful or prohibited by these Terms of Use or the rules, guidelines or terms of use posted for a specific area of the website or content provided on or through the Service.
For any Content or information that you upload, display, post, transmit, send, email or submit to us on the website or on any of our social media sites, you warrant that you are the owner of that Content or have express permission from the owner of those intellectual property rights to use and distribute that Content to us.
You grant us and/or our officers, employees, successors, shareholders, joint venture partners or anyone else working with us a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to identify you, publish, post, reformat, copy, distribute, display, edit, reproduce any Content provided by you on our website and on any of our social media sites for any purpose. You shall be solely liable for any damages resulting from any infringement of copyrights, trademark or other proprietary rights of any Content or information that you provide to us.
You agree not to upload, display, post, transmit, distribute, send, email or submit to us on the website or on any of our social media sites any information or Content that is-
(a) illegal, violates or infringes upon the rights of others,
(b) defamatory, abusive, profane, hateful, vulgar, obscene, libelous, pornographic, threatening,
(c) encourages or advocates conduct that would constitute a criminal offense, giving rise to civil liability or otherwise violate any law,
(d) distribute material including but not limited to spyware, computer virus, any kind of malicious computer software or any other harmful information that is actionable by law,
(e) any attempts to gain unauthorized access to any portion or feature of the website, and
(f) send unsolicited or unauthorized material or cause disruption in the operation of the website. You agree to use the website for lawful purposes only and shall be liable for damages resulting from violation of any provision contained in these Terms and Conditions.
MONITORING
The Company reserves the right, but generally does not, and has no obligation in any way, to monitor the Services or screen content that is shared on or through the Services. The Company, however, reserves the right to review the Services and content and to monitor all use of and activity on the Service, and to remove or choose not to make available on or through the Service any content in its sole and absolute discretion. The Company may remove content that is confidential or proprietary to a third party without that third party’s permission. The Company reserves the right to take any action it deems necessary to protect the personal safety of our guests and/or the public. The Company has no liability or responsibility to users of the Services and/or any other person and/or entity for performance and/or nonperformance of the aforementioned activities.
PAYMENT
General. In consideration for the Company’s provision of the Services, you agree to pay the Company the fees set forth in each course, or membership that you enroll in through the Services. Please note that the Company must receive full payment in order for you to have access to the applicable Services. You are responsible for all fees, including without limitation taxes, associated with your use of the Services. You shall pay all fees due hereunder by providing a valid payment and/or credit card and all fees shall be payable in U.S. dollars within the United States. By agreeing to this Terms of Use, you hereby give the Company permission to charge the credit card, bank account, or other approved method of payment associated with your account for fees associated with use of the Services. All fees due and payable by you to the Company under this Terms of Use must be paid in full without any deduction, set-off, counterclaim or withholding of any kind unless required by law.
Membership Fees. In consideration of the provision of the membership subscription described through the Service, you agree to pay the Company the fees (including without limitation membership/subscription fees for the membership option that you select during your sign up process) in accordance with the terms and conditions contained herein. Based on your initial enrollment, you will be automatically charged the membership subscription fee for the Services based on the recurrence selected at the time of payment. Such fees are non-refundable, notwithstanding your cancellation of the membership in the Service. Notwithstanding anything herein to the contrary, membership fees and charges are subject to change by the Company at any time upon fifteen (15) days prior notice to you.
Payment Processor. The Company uses third party service providers such as PayPal (“PayPal”) and Stripe, Inc. (“Stripe”) and their respective APIs, to execute online payment transactions related to your account. By using the Services and agreeing to this Terms of Use, you also agree to be bound by our third party processor’s terms of service, as applicable. Any authorization you provide to make automatic payments using the Service will remain in effect until canceled. You are responsible for all transactions (one-time, recurring, and refunds) processed through the Service and/or third party payment processor.
No Refunds. All fees are nonrefundable and are not subject to set-off unless otherwise agreed to by the Company in its sole and absolute discretion. You acknowledge and agree that we will charge your designated payment method for fees upon your initial account set-up and service selection. Therefore, and in consideration of the Services provided by the Company, you agree that once our service provider charges your designated payment method for the fees as provided in this Terms of Use and on the Services, the charge is non-refundable, except as otherwise required by applicable law. To the extent permitted by applicable law, you agree not to ask your credit card company or bank to charge back any fees charged pursuant to this Terms of Use.
NO WARRANTIES
ALL CONTENT, INFORMATION, PRODUCTS AND/OR SERVICES ON THE WEBSITE ARE “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE, EXPRESS OR IMPLIED TO THE FULL EXTENT PERMISSIBLE BY LAW. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONTENT, INFORMATION, MATERIALS, PRODUCTS AND/OR SERVICES PROVIDED ON THIS WEBSITE. COMPANY MAKES NO WARRANTIES THAT THE WEBSITE WILL PERFORM OR OPERATE TO MEET YOUR REQUIREMENTS OR THAT THE INFORMATION PRESENTED HERE WILL BE COMPLETE, CURRENT OR ERROR-FREE. COMPANY DISCLAIMS ALL WARRANTIES, IMPLIED AND EXPRESS FOR ANY PURPOSE TO THE FULL EXTENT PERMITTED BY LAW.
TERM; TERMINATION
We reserve the right in our sole discretion to refuse, remove, restrict your access, revoke and terminate your use of our website including any or all Content published by you or us at any time for any reason, without notice.
These/This Terms of Use will remain in full force and effect exclusively, until either party requests to terminate the relationship. The rights granted by the Company to use the Services is predicated upon your (a) acknowledgment and acceptance of this Terms of Use; (b) payment for the access granted; and (c) agreement to not share the access granted with any other person or entity. We may terminate your account and/or your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may involve deletion of your content associated with your account from our databases, without liability. You will have the ability to terminate the Services at any time, for any reason, upon ten (10) days prior written notice to the Company. Upon termination, you agree to immediately discontinue use of the Services and/or related services that were promoted through the Services, and must provide a certified statement indicating compliance with this provision upon Company’s request. If you violate, or if we have grounds to suspect that you violated, this Terms of Use and/or other use parameters included on the Services, we reserve the right to suspend and/or terminate your account, and/or refuse your use of the Services (or any portion thereof) at any time. In the event you fail to pay for the access granted, and/or share the access granted with any person and/or entity, and/or misuse the system by any means actionable under a federal, state, and/or local statute, code, regulation, law, and/or civil action, the Company will consider the user’s access as having been acquired by fraud and/or misrepresentation and will terminate your access immediately. In such a case, the Company retains the right to seek civil and/or criminal redress, the entire cost of which shall be borne solely by you.
INDEMNITY
You agree to indemnify, defend and hold harmless the Company, its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses, demands, proceedings, awards, fees, expenses and/or liabilities of any, including reasonable attorneys’ fees and costs nature (collectively “Claims”), due to or arising out of and/or in relation to (i) content that you share, (ii) your violation or breach of this Terms of Use or any additional rules, guidelines or terms of use posted for a specific area of the website or Content provided on or through the Services,(iii) your use of the Company’s Services, (iv) your violation, trespass, contravention and/or breach of any third party intellectual property rights, and/or the unauthorized use, infringement and/or misappropriation of any trade secret of any third party; (iv) fraud you commit and/or your intentional misconduct and/or negligence. You shall give prompt notice to Company upon your receipt of notice of any Claim against you which might give rise to a claim against Company.
You acknowledge and agree that by accessing or using the Services, you may be exposed to materials (including shared group content) from others that you may consider offensive, indecent or otherwise. Furthermore, you understand and agree that some events may carry inherent risk, and by participating in such events, you choose to assume those risks voluntarily. For example, some events may carry risk of illness, bodily injury, disability or death, and you freely and willfully assume those risks by choosing to participate in those events.
RELEASE
You hereby agree to release Company from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including other users or participants) in connection with the Services or any event listed on the Services. In addition, you waive any applicable law or statute, which says in substance: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY 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 RELEASED PARTY.”
THIRD PARTY WEBSITES, CONTENT, PRODUCTS AND SERVICES
The Services may be made available and/or accessed in connection with third party services and content that Company does not control. This website contains links to websites and access to content, products and services of third parties, including users, advertisers, affiliates and sponsors of the website. The Company may post advertisements of third parties through the Services, including without limitation promotions of advertisers, location based-ads, and/or sponsors showing their goods and services. Your correspondence, participation in, and/or any other dealings with third parties found through the Services are solely between you and such third parties. The Company is not responsible for third party content provided on or through the Services or for any changes or updates to such third party websites, and you bear all risks associated with the access to, and use of, such websites and third party content, products and services.
Linked Sites. The Services may provide links to various other independent third-party websites (“Linked Sites”) that may be of interest to you and for your convenience only. The Company does not control and/or endorse such Linked Sites and is not responsible for their content nor is it responsible for the accuracy and/or reliability of any information, data, opinions, advice or statements contained within such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites at your own risk. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each Linked Site that you visit. The Company reserves the right to terminate any link and/or linking program at any time. The Company disclaims all warranties, express and implied, as to the accuracy, validity, and legality and/or otherwise of any materials or information contained on such Linked Sites.
You may not link to the Services without our written permission. If you are interested in linking to the Services, please contact: fredsforgetmeknots.com
DISCLAIMER
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, THE WEBSITE, MATERIALS AND ALL CONTENT PROVIDED ON OR THROUGH THE SERVICES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS AND/OR WARRANTIES OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, SYSTEMS INTEGRATION, ACCURACY AND FROM COURSE OF DEALING, USAGE AND/OR TRADE PRACTICE, WITH RESPECT TO THE WEBSITE, MATERIAL AND ALL CONTENT PROVIDED ON OR THROUGH THE SERVICE. WITHOUT LIMITING THE FOREGOING, THE COMPANY AND/OR ITS LICENSORS MAKES NO WARRANTY THAT: (A) THE WEBSITE, MATERIAL OR CONTENT WILL MEET YOUR REQUIREMENTS; (B) THE WEBSITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, MATERIALS OR ANY CONTENT PROVIDED ON OR THROUGH THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY CONTENT PURCHASED OR OBTAINED BY YOU ON OR THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS. NO ADVICE AND/OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY AND/OR THROUGH AND/OR FROM USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TERMS OF USE. YOU ASSUME TOTAL RESPONSIBILITY AND THE ENTIRE RISK FOR YOUR USE OF THE SERVICES.
ANY CONTENT OR MATERIALS ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED ON OR THROUGH THE USE OF THE WEBSITE IS USED AT YOUR OWN DISCRETION AND RISK. THE COMPANY HAS NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF CONTENT.
LIMITATION OF LIABILITY
YOUR USE OF THE SERVICES AND CONTENT IS AT YOUR OWN RISK. IN NO EVENT SHALL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, AND/OR SUPPLIERS BE LIABLE TO YOU AND/OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, PUNITIVE OR DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, DATA OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, AND/OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THE FOREGOING SHALL APPLY DESPITE ANY NEGLIGENCE, MISCONDUCT, ERRORS AND/OR OMISSIONS BY THE COMPANY, ITS EMPLOYEES, REPRESENTATIVES AND/OR AGENTS.
BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, COMPANY’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE COMPANY’S MAXIMUM AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF ITS PARTNERS AND LICENSORS, TO YOU IN ANY CIRCUMSTANCE ARISING OUT OF AND/OR RELATING TO THE SERVICES IS LIMITED TO ONE HUNDRED DOLLARS (US$100.00).
USE OUTSIDE DEFINED AREA
Please be aware that our Services are directed to those individuals and entities located in the United States, and are subject to United States laws, including laws governing privacy and security of your information. It is not directed to any person or entity in any jurisdiction where (by reason of nationality, residence, citizenship or otherwise) the publication or availability of the Services and its content, including its products and services, are unavailable or otherwise contrary to local laws or regulations. If this applies to you, you are not authorized to access or use any of the information on the Services. Those who choose to access the Services from other locations do so at their own risk and are responsible for compliance with applicable local laws. This Terms of Use is written in English. To the extent any translated version of this Terms of Use conflicts with the English version, the English version controls. In the event you are using the Services outside of the United States, you agree as follows: (i) you consent to having your personal data transferred to and processed in the United States; (ii) if you are located in a country embargoed by the United States, or are on the U.S. Treasury Department’s list of ‘Specially Designated Nationals’ you will not engage in commercial activities on the Services (such as advertising or payments); and/or (iii) you will not use the Services if you are prohibited from receiving products, services or software originating from the United States.
NO PROFESSIONAL ADVICE
The information available on the Services is intended to be a general information resource regarding the matters covered, and is not tailored to your specific circumstance. The Services are not a substitute for professional advice, and you should not construe this as legal, tax, accounting, financial, medical and/or other professional advice. YOU SHOULD EVALUATE ALL INFORMATION, OPINIONS AND ADVICE AVAILABLE ON THE SERVICES IN CONSULTATION WITH YOUR INSURANCE SPECIALIST, AND/OR WITH YOUR LEGAL, TAX, FINANCIAL OR OTHER ADVISOR, AS APPROPRIATE. The Company does not, will not and cannot refer, recommend and/or endorse any specific professional service, product and/or procedures that are advertised on the Services.
SEPARATE AGREEMENTS
You may have other agreements with the Company. Such agreements are separate and in addition to these Terms of Use. The Terms of Use do not modify, revise or amend the terms of any other agreements you may have with the Company.
DISPUTE RESOLUTION
Disputes. We want to address your concerns without needing a formal legal case. If a dispute between users ensues, we encourage the users to first try and engage in discussions, through the Services, to resolve the matter on their own. Before filing a claim against Company, you agree to try to resolve the dispute informally by contacting us at [email protected] within fifteen (15) days of the incident that is being reported. We will try to resolve the dispute by contacting you via email, but if we cannot resolve the dispute within thirty (30) days of submission, you and/or Company agree to resolve any claims related to this Terms of Use through final and binding arbitration, except as set forth under ‘Exceptions to Agreement to Arbitrate’ section below and/or your ability to opt out as described below.
Opt-Out. You can opt-out and decline this agreement to arbitrate by contacting the Company within thirty (30) days from the date that you first became subject to this arbitration provision (i.e.: the date you initially accepted this Terms of Use). You must write to us at Company, [email protected]. If you opt out, neither you nor Company can require the other to participate in an arbitration proceeding.
Arbitration Procedures. Except as regarding any action seeking equitable relief, including without limitation for the purpose of protecting any Company Confidential Information and/or intellectual property rights, or except in the event the claim meets the requirements set forth in the ‘Exceptions to Agreement to Arbitrate’ section below and/or if you opt-out of arbitration as described above, any and all controversies and/or claims arising out of or relating to this Terms of Use and/or the Services shall be settled by binding arbitration in accordance with the commercial arbitration rules, in effect at the time the proceedings begin, of the American Arbitration Association. Any such controversy and/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 held in Cook County, Illinois, or any other location we agree to. All information relating to and/or disclosed by any party in connection with the arbitration of any disputes hereunder shall be treated by the parties, their representatives, and the arbitrator as proprietary business information. Such information shall not be disclosed by any party or their respective representatives without the prior written authorization of the party furnishing such information. Such information shall not be disclosed by the arbitrator without the prior written authorization of all parties. Each party shall bear the burden of its own counsel fees incurred in connection with any arbitration proceedings. Judgment upon the award returned by the arbitrator may be entered in any court having jurisdiction over the parties or their assets or application of enforcement, as the case may be. Any award by the arbitrator shall be the sole and exclusive remedy of the parties. The parties hereby waive all rights to judicial review of the arbitrator’s decision and any award contained therein.
Exceptions to Agreement to Arbitrate. Either you and/or Company may assert claims, if it qualifies, in small claims court in Chicago, Illinois. Either party may also bring a lawsuit for injunctive relief to stop unauthorized use and/or abuse of the Services, breach of Company’s confidential information, Content and/or use of Materials and/or intellectual property infringement (for example, trademark, trade secret, copyright and/or patent rights) without first engaging in arbitration and/or the informal dispute-resolution process described herein.
Judicial forum for disputes. In the event that the agreement to arbitrate is found not to apply to you and/or your claim, you and Company agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Chicago, Illinois. Both you and Company consent to the foregoing venue and jurisdiction.
WAIVER AND SEVERABILITY
The failure of the Company to exercise or enforce any rights or provisions in these Terms of Use will not constitute a waiver of such right or provision. If any part or provision of these Terms of Use is found to be unenforceable, such part or provision may be modified to make the Terms of Use as modified legal and enforceable. The balance of the Terms of Use will not be affected.
ENTIRE AGREEMENT
These Terms of Use and the Privacy Policy constitute the entire agreement between you and the Company. No waiver of any provision of this Terms of Use may be implied from any failure by the Company to assert its rights under this Terms of Use on any occasion or series of occasions. No vendor, distributor, dealer, retailer, or other person is authorized to modify this Terms of Use or to make any representation or warranty concerning the website, Materials or Content provided on or through the Service other than those specifically set forth in this Terms of Use.
APPLICABLE LAWS
All matters relating to your access to, and use of, the website, Materials and Content provided on or through or uploaded to the Services is governed by U.S. federal law or the laws of the State of Illinois. Any legal action, arbitration or proceeding relating to your access to, or use of, the website, Materials or Content will be instituted in Chicago, Illinois or Cook County, Illinois. You and the Company agree to submit to the jurisdiction of, and agree that venue is proper in these courts in any such legal action or proceeding.
Contact us: If you would like to request additional information regarding this Terms of Service, please contact us at [email protected].
