Effective: August 17, 2021
TABLE OF CONTENT
3. OUR OWNERSHIP OF CONTENT.
4. THIRD-PARTY CONTENT AND SOFTWARE; ADVERTISEMENTS.
5. YOUR RIGHTS TO USE THE WEBSITE AND CONTENT.
5.1. LIMITED LICENSE.
5.2. COMPLIANCE WITH LAWS.
5.3. PROHIBITED USES OF CONTENT.
5.4. PROHIBITED ACCESS TO AND USE OF WEBSITE.
6. USER ACCOUNTS.
7. COPYRIGHT INFRINGEMENT.
7.1. NOTIFICATION OF INFRINGEMENT.
7.3. REPEAT INFRINGER POLICY.
8. LAWFUL USE.
9. DISCLAIMERS AND LIMITATION OF LIABILITY.
9.1. OPINIONS, ADVICE, AND STATEMENTS.
9.2. DISCLAIMER OF WARRANTIES.
9.3. LIMITATION OF LIABILITY.
11. CONTACT INFORMATION.
12. GOVERNING LAW; JURISDICTION.
14. SEVERABILITY; WAIVER.
16. PROHIBITION ON ASSIGNMENT.
17. ENTIRE AGREEMENT.
THE TERMS OF YOUR USE FOR OUR SERVICES
Welcome to Bitwise’s website. Bitwise’s mission is to bring skills and resources to marginalized communities, and, in order to best provide those services, the visitors to our resources must abide by the following rules. By using this site, you agree to comply with and be bound by the following terms and conditions of use. Please review these terms and conditions carefully.
BW Industries, Inc. a Delaware corporation, (“Bitwise”) and its affiliated entities (“us,” “we,” or “Company”), allows you to access and use the bitwiseindustries.com website, as well as any online features, services and/or programs available on the bitwiseindustries.com website (collectively, the “Website”) pursuant to the terms and conditions set forth in this agreement (“Terms” or this “Agreement”). Affiliates of BW Industries, Inc. include but are not limited to the following entities: Bitwise Industries, Inc., BLDG Services, LLC; BWRD, LLC; Alpha Works Technologies, LLC (fka Geekwise Academy, LLC); Bitwise CoWorking, LLC; and Bitwise Technology Consulting, LLC (fka Shift3 Technologies, LLC). We reserve the right at our sole discretion to amend these Terms at any time, such amended Terms will be made available on-line and are effective as soon as they are posted on the Website. Your access and use of the Website shall constitute your unconditional acceptance of this Agreement, and agreement to be bound by, any such future changes thereto. If you do not agree to any of these Terms, you are not authorized to access or use the Website or any material on the Website.
Use of the Website is void where prohibited. By using the Website, you represent and warrant that (i) you are at least 18 years old or are otherwise legally able to enter into this Agreement in your jurisdiction and (ii) your use of the Website does not violate any applicable laws. In any case, you affirm that you are over the age of 13 years, as this Website is not intended for children under the age of 13 years that are unaccompanied by his or her parent or legal guardian.
Certain types of features available through the Website may provide free or paid services that will require your agreement to additional terms and conditions. In addition, the Company may offer you additional services to you which may be related to your use of the Website. Any additional features or services provided to you by the Company may be subject to additional terms and conditions that will be provided to you upon your request to receive the additional services. Notwithstanding, even where the Company offers additional services, you bear sole responsibility for your use of any Content, the Third-Party Software, Third-Party Websites, or the Website and must comply with all obligations in this Agreement.
Unless otherwise indicated, the content of this Website, including, without limitation text, documents, files, artwork, images, graphics, photographs, illustrations, logos, designs, sounds, audio, music, moving images, videos, user interfaces, visual interfaces, computer code, executable code, scripts, programs, applications, applets, design, and structure, and the selection, coordination, “look and feel” and arrangement of such content, trademarks, logos, service marks, or other material (collectively “Content”). Except for User Generated Content, as set out in Section 6 below, all Content is and shall continue to be property of the Company, its affiliates, licensors, vendors, agents or content providers. All Content is protected by copyright, patent, trademark, trade dress, moral rights or other intellectual property rights. Any copying, redistribution, use, or publication by you of any such Content or any part of the Website is prohibited, except as expressly permitted in this Agreement. Under no circumstances will you acquire any title, license, ownership rights, or other interest in any Content by or through your use of this Website.
All Content of this Website is: Copyright © 2021 BW Industries, Inc. and/or its affiliates, licensors, vendors, agents or content providers. All rights reserved.
All trademarks, service marks, and trade names on this Website, including but not limited to BW Industries, Bitwise Industries, Bitwise, and bitwiseindustries.com, along with our corporate logo, are registered or unregistered designations of Bitwise Industries, Inc. Other designations mentioned on this Website may be the trademarks, service marks, and trade names of their respective owners.
The Third-Party Software may also contain sponsored content or advertisements. The type, degree, targeting, of advertisements are subject to change, and you acknowledge and agree that we may place advertisements in connection with the display of any Content, including User Generated Content (as defined below).
If you choose to use the Website to conduct promotion, including a contest or sweepstakes, you alone are responsible for conducting the promotion in compliance with all applicable laws and regulations. The terms of your promotion must specifically state that the promotion is not sponsored by, endorsed by, or associated with the Company and the rules for your promotion must require each entrant or participant to release the Company from any liability related to the promotion.
The Website may also provide hyperlinks to other web sites or information maintained by third parties or may provide third-party content by framing or other methods (“Third-Party Websites”). Any such links or content are provided for your convenience and information only. The content on any Third-Party Website is not under our control and we are not responsible or liable for the content of the Third-Party Website, including any further links contained in a Third-Party Website. By using the Website and accessing any Third-Party Website integrated or linked to our Website, you do so entirely at your own risk.
If a third-party links to our Website, it is not necessarily an indication of an endorsement, authorization, sponsorship, affiliation, joint venture or partnership by or with us. In most cases, we are not even aware that a third-party has linked to our Website. A web site that links to our Website: (i) may link to, but not replicate, our Content; (ii) may not create a browser, border environment or frame our Content; (iii) may not imply that we are endorsing it or its products; (iv) may not misrepresent its relationship with us; (v) may not present false or misleading information about our products or services; and (vi) should not include content that could be construed as distasteful, offensive or controversial, and should contain only content that is appropriate for all age groups.
Subject to your acceptance of this Agreement, and compliance with the Terms of this Agreement, you are granted a limited, non-transferrable, nonexclusive, and revocable license to (i) use and access this Website and view the Content on your electronic device and (ii) print portions of this Website and any associated Content on your printer, each for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use, and (iii) publish Content to the Website subject to the limitations in Section 6 of this Agreement. Any other use, or any use for any other purpose, is prohibited unless otherwise provided for herein or expressly permitted in writing by us. Your use of this Website is at our discretion, and we may terminate your use of the Website at any time.
You agree to comply with all applicable laws regarding your use or access to the Website, will only access the Website from jurisdictions where it is lawful for you to do so, and may not use or export the Content or other materials in the Website in violation of U.S. export laws and regulations. You further agree that information provided by you is truthful and accurate to the best of your knowledge.
Specifically, Websites or their underlying technology may not be downloaded to or exported or re-exported: (a) into (or to a resident or national of) any country subject to United States embargo; (b) to anyone on the U.S. Department of the Treasury’s list of Specially Designated Nationals or on the U.S. Department of Commerce’s Denied Party or Entity List; and (c) to any prohibited country, person, end-user, or entity specified by U.S. export laws. When using a website, you are responsible for complying with trade regulations and both foreign and domestic laws (e.g., 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).
We impose certain restrictions on your permissible use of the Content on this Website. Except as otherwise provided for herein or expressly permitted in writing by us, you may not and may not permit others to: (i) alter, modify, reconfigure, adapt, or create derivative works from the Content; (ii) extract, summarize, distribute or otherwise use the Content in any manner which competes with or substitutes our distribution of the Content; (iii) copy, distribute, transmit, display, perform, reproduce, publish, provide, transfer, or make available the Content to others; (iv) sell, rent, lease, license, sublicense, or assign the Content or use of the Content to others; (v) reverse engineer, decompile, disassemble, or otherwise derive any software source code from the Content; or (vi) use automated tools, such as a web scraping tool, a bot or web robot, or web automation, to mine this Website, the Content, or any products, services, information, or other materials available, and you will not circumvent any technical measures implemented to prevent or limit such access.
5.4. PROHIBITED ACCESS TO AND USE OF WEBSITE.
We also impose certain restrictions on your access and use of the Website. You may not and may not permit or assist others in violating or attempting to violate any security features of the Website, including, without limitation: (i) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (ii) attempting to probe, scan, or test the vulnerability of the Website, or any associated system or network, or to breach security or authentication measures without proper authorization; (iii) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Website, overloading, “flooding”, “spamming”, “mail bombing”, or “crashing”; (iv) using the Website to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (v) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Website; (vi) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by us in providing the Website. Any violation of system or network security may subject you to civil and/or criminal liability. You shall not use the Website if you have in anyway violated the Terms or are prohibited in any way under applicable law from accessing the Website.
6. USER ACCOUNTS.
For certain types of features available through the Website, we may require the use of authentication processes for your protection. This may include encryption technologies using a user identification name (“User ID”) and password (“Password”) that are provided or set during creation of a user account (“User Account”). At the time of setting up a User Account, you may be required to provide certain information, including your name, email address, mailing address, age, and/or other information. You agree to provide complete and accurate information during the creation or subsequent maintenance of a User Account. For example, we may ask you for your name to which you should provide your legal name that you use in everyday life.
While we use reasonable technical precautions to protect the privacy of your User ID, Password and User Account information, you are ultimately responsible for protecting your User ID, Password and User Account information from disclosure to third parties. You are required to take reasonable precautions to safeguard your User ID, Password, and User Account, including among other things by not allowing anyone else to use your User ID or Password.
You agree not to circumvent the use of required encryption technologies. You must never use anyone else’s User ID, Password, or User Account. You agree to only make a single account for only your own use. You agree to never leave your electronic device unattended while using the Website and to always “Log Out” of your User Account when you are done using the Website. You also agree to immediately notify us of any actual or suspected unauthorized use of your User ID, Password and/or User Account, or any other breach of security. You are solely responsible for any activity that occurs with respect to your User Account. We shall not be liable for any loss that you incur as a result of someone else using your User ID, Password, or User Account either with or without your knowledge, and you may be held liable for any losses incurred by us, or our affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your User ID, Password, or User Account.
While we provide certain encryption technologies and use other reasonable precautions to protect your confidential information and provide suitable security, we do not and cannot guarantee or warrant that information transmitted through the Internet is secure, or that such transmissions are free from delay, error, interception or interruption.
6.1. USER GENERATED CONTENT
We may allow you to communicate, submit, upload, or otherwise make available text, chats, images, audio, video, webinars, or other content (“User Generated Content”), which may be accessible and viewable by the public. Access to these features may be subject to age restrictions. You may not submit or upload User Generated Content that is defamatory, harassing, threatening, bigoted, hateful, violent, vulgar, obscene, pornographic, or otherwise offensive or that harms or can reasonably be expected to harm any person or entity, whether or not such material is protected by law.
In most instances, we do not claim ownership to your User Generated Content; however, you grant us a non-exclusive, sublicensable, irrevocable, transferable and royalty-free worldwide license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights for the full duration of those rights to use, reproduce, transmit, print, publish, publicly display, exhibit, distribute, redistribute, copy, index, comment on, modify, transform, adapt, translate, create derivative works based upon, publicly perform, publicly communicate, make available, and otherwise exploit such User Generated Content, in whole or in part, in all media formats and channels now known or hereafter devised (including in connection with the Company and on third-party sites and platforms), in any number of copies and without limit as to time, manner and frequency of use, without further notice to you, without attribution (to the extent this is not contrary to mandatory provisions of applicable law), and without the requirement of permission from or payment to you or any other person or entity. You agree that submission of User Generated Content does not establish any relationship of trust and confidence between you and us, and that you have no expectation of compensation whatsoever.
You represent and warrant that your User Generated Content conforms to these terms and that you own or have the necessary rights and permissions including, without limitation, all copyrights, music rights, and likeness rights (with respect to any person) contained in the User Generated Content, without the need for payment to any other person or entity, to use and exploit, and to authorize us to use and exploit (and to authorize others to use and exploit), your User Generated Content in all manners contemplated by these terms. You agree to indemnify and hold us and our subsidiary and affiliated companies, and each of their respective employees and officers, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against us by any third-party arising out of or in connection with our use and exploitation of your User Generated Content resulting from your breach of any warranty, representation or other provision of these terms or any applicable supplemental terms. You also agree not to enforce any moral rights, ancillary rights or similar rights in or to the User Generated Content against us or our licensees, distributors, agents, representatives and other authorized users, and agree to procure the same agreement not to enforce from others who may possess such rights.
You may designate a person to manage your account if it is memorialized in the Website or as identified in a valid will or similar document (the “Legacy Contact”). You have designated us to treat the Legacy Contact identical to yourself in relation to your User Account.
We have in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Website. We have adopted a policy that provides for the immediate suspension and/or termination of any Website user who is found to have infringed on our rights, the rights of a third-party, or otherwise violated any intellectual property laws or regulations. Our policy is to investigate any allegations of copyright infringement brought to our attention.
7.1. NOTIFICATION OF INFRINGEMENT
If you have evidence, know, or have a good faith belief that your rights or the rights of a third-party have been violated and you want us to delete, edit, or disable the material in question, you must provide us with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to our designated agent at:
BW Industries, Inc.
700 Van Ness Avenue
Fresno, CA 93721
If we receive a valid copyright violation report against you, we will take reasonable steps to send a copy of that report to you. If you file a counter to that report, we may forward the counter-notification to the person who provided the original takedown notice and may inform that person that the disputed material, or access to it, may be reinstated within ten business days. Unless the copyright owner files an action seeking a court order against you, the removed disputed material may be replaced, or access to it restored, in ten to fourteen business days after our receipt of a counter-notification. The material may not be reinstated, despite a counter-notification, either by our sole discretion or if we receive notice from you that the person who filed the original takedown notice has filed a lawsuit seeking to restrain your alleged copyright infringement.
For a counter notice to be effective you must provide our designated agent as stated in Section 7.1 with a written communication with all of the following information: (a) a physical or electronic signature of the subscriber; (b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; (d) your name, address, telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside the United States, the judicial district in which we are located, and will accept service of process from the person who provided notification or an agent of that person.
7.3. REPEAT INFRINGER POLICY
We will promptly terminate your access to the Website if you are determined by us to be a “repeat infringer” of copyrighted works. The Company may, at its sole discretion, limit access to the Website and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
The Company makes no representation that the Website or the content or materials in the Website are appropriate or available for use in jurisdictions outside the United States. Access to the Website from jurisdictions where such access is illegal is prohibited. If you choose to access the Website from other jurisdictions, you do so on your own initiative and at your own risk, and are responsible for compliance with applicable local laws. The Company is not responsible for any violation of law resulting from your unlawful access to the Website.
The Website, including but not limited to the Content, your User Generated Content and User Generated Content of others, the Third-Party Software, and Third-Party Websites may contain facts, advice, opinions, views, statements, and recommendations of third-party individuals and organizations. The Company does not represent, endorse, or guarantee the accuracy, currentness, or reliability of any facts, advice, opinion, view, statement, or recommendation, or guarantee, or other information displayed, uploaded or distributed through the Website, including but not limited to the Content, and shall not be responsible for any loss resulting from your reliance on such information, which is at your sole risk.
YOU EXPRESSLY AGREE THAT YOUR USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAINING OF ANY CONTENT, WEBSITE MATERIALS, SOFTWARE, DATA THROUGH THE WEBSITE OR ANY THIRD-PARTY SOFTWARE OR THIRD-PARTY WEBSITES, AND ANY RELATED CONTENT IS AT YOUR SOLE RISK AND SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEBSITE AND ANY CONTENT.
THE WEBSITE, ANY THIRD-PARTY SOFTWARE, THIRD-PARTY WEBSITES, AND ANY CONTENT IS PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS FOR YOUR USE, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY, USER GENERATED CONTENT, ANY THIRD-PARTY SOFTWARE, ANY THIRD-PARTY WEBSITES, OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, THIRD-PARTY SOFTWARE AND THIRD-PARTY WEBSITE PROVIDERS, AND AGENTS DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ANY WARRANTIES AS TO THE AVAILABILITY (INCLUDING BUT NOT LIMITED TO THAT THE OPERATION OF THE WEBSITE WILL BE SECURE, UNINTERRUPTED, OR ERROR-FREE) OF THE WEBSITE, OR ACCURACY OR COMPLETENESS OF ANY CONTENT WHICH IS PROVIDED ON OR ACCESSED FROM THE WEBSITE, OR THAT THE SERVICES OR THE SERVER(S) ON WHICH THE SERVICES ARE HOSTED, OR ANY SERVICES AVAILABLE ON ANY THIRD-PARTY SOFTWARE OR THIRD-PARTY WEBSITES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. SOME FEATURES MAY BE NEW OR EXPERIMENTAL AND MAY NOT HAVE BEEN TESTED IN ANY MANNER.
THE COMPANY’S LIABILITY TO YOU IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE COMPANY, OR ITS SUBSIDIARIES, AFFILIATES, LICENSORS, THIRD-PARTY SOFTWARE AND THIRD-PARTY WEBSITE PROVIDER, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE FOR DAMAGES OR LOSS OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, RELIANCE, EXEMPLARY OR PUNITIVE DAMAGES, LOST REVENUES OR PROFITS, LOST BUSINESS, ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST DATA, OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER), EVEN IF THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE, ANY THIRD-PARTY SOFTWARE, THIRD-PARTY WEBSITE, OR ANY CONTENT PROVIDED TO YOU BY COMPANY. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION.
ANY LIABILITY OF THE COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, EMPLOYEES, AGENTS OR CONTRACTORS, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DAMAGES CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO ALTERATION OF, OR USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, CLAIMS OR DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, BUSINESS PROFITS, BUSINESS INTERRUPTION, BUSINESS INFORMATION, DATA LOSS OR CORRUPTION, OR ANY OTHER PECUNIARY LOSS ARISING OUT OF OR RELATING TO THE USE OF OR THE INABILITY TO USE THE WEBSITE, ANY THIRD-PARTY SOFTWARE OR THIRD-PARTY WEBSITE, OR CONTENT, SHALL BE STRICTLY LIMITED TO THE AMOUNT PAID TO THE COMPANY BY YOU IN EXCHANGE FOR ACCESS TO THE COMPANY WEB SITE IN THE ONE MONTH PRIOR TO THE CLAIMED INJURY OR DAMAGE.
YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY HAS OFFERED THE WEBSITE AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS AND THE LIMITATION OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND THE COMPANY, AND THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY. THE COMPANY WOULD NOT BE ABLE TO PROVIDE THE WEBSITE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE OR ANY CONTENT THEREOF IS TO CEASE ALL OF YOUR USE OF THE SAME.
You may have additional rights. Your jurisdiction may have certain laws (including but not limited to consumer protection laws) which do not allow for the exclusions or limitations as set forth herein. If these laws apply to you, the exclusions or limitations in this Agreement that directly conflict with such laws may not apply to you.
You agree to defend, indemnify and hold the Company and its affiliates, subsidiaries, owners, directors, officers, employees and agents harmless from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses and costs (including without limitation reasonable attorneys’ fees) assessed or incurred by the Company, directly or indirectly, with respect to or arising out of: (i) your use of the Website, Content, User Generated Content, and Third-Party Software and Third-Party Websites; (ii) your failure to comply with these Terms of this Agreement; (iii) your breach of your obligations under these Terms of this Agreement; (iv) your use of the rights granted hereunder, including without limitation any claims made by any third parties; (v) infringement by you or any third-party using your account of any right including but without limitation, any intellectual property, privacy, or other right of any person or entity, including in connection with the Content and User Generated Content; (vi) your failure to comply with applicable laws (including any failure to obtain or provide any necessary consent or notice); (vii) and/or your breach or alleged breach of any interaction, agreement, or policy between you and any other Users. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Company and you agree to cooperate with the Company’s defense of these claims. You agree not to settle any such matter without 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.
11. CONTACT INFORMATION.
If you have any questions about these Terms, our practices related to the Website, or about the Content, please feel contact us at:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the laws of the State of California to the rights and duties of the parties. The laws of the United States of America and the State of California shall govern in any and all disputes.
You hereby irrevocably consent and submit to the exclusive jurisdiction of the state or federal courts in Fresno County, California in all disputes arising out of or related to this Agreement, or the use of the Website or Content. You agree that the Website shall be deemed a passive website and service that does not give rise to personal jurisdiction over the Company, either specific or general, in jurisdictions other than the jurisdiction covered by the preceding sentence.
To the fullest extent not otherwise prohibited or required by law to be resolved in a different manner, by using the Website, you agree that any controversy between you and the Company involving the construction or application of any of the terms, covenants, or conditions of this Agreement shall be submitted to binding arbitration. The arbitration shall be conducted in Fresno, California, and be in accordance with the rules established by the American Arbitration Association, and include limited discovery to be in accordance with and governed by the provisions of the California Arbitration Act, Sections 1280 through 1294.2 of the California Code of Civil Procedure. The prevailing party shall be entitled to recover its reasonable costs and expenses of arbitration, including reasonable attorneys’ fees. Nothing in this section or agreement shall limit or impair the Company from seeking and obtaining temporary and permanent injunctive relief to enforce the terms of this Agreement.
If, for whatever reason, a court of competent jurisdiction finds any term or condition in this Agreement to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
The Company may, in its sole discretion and without prior notice, (a) revise any Terms or this Agreement; (b) modify the Website and/or the Content; and (c) discontinue the Website and/or providing access to the Content at any time. The Company shall post any revision to these Terms or this Agreement to the Website, and the revision shall be effective immediately on such posting, unless stated otherwise. You agree to review these Terms and this Agreement and other online policies posted on the Website periodically to be aware of any revisions. You agree that, by continuing to use or access the Website, you agree to any such revision.
You may not assign this Agreement, in whole or in part, or delegate any of your responsibilities hereunder, or your User Account, User ID, or Password, to any third-party without the advance written consent of the Company, whom has no obligation to provide you with any such consent or respond to any request you may make for consent. Any attempted assignment or delegation by you without the Company’s advance written consent shall be null and void, and shall immediately and automatically terminate your rights under this Agreement. The Company may, at any time and in its sole discretion, and without prior notice or the need to obtain consent from you, assign this Agreement, in whole or in part, or delegate any of responsibilities under this Agreement to any third-party or entity.