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Terms of Use

Terms of Use

TERMS OF USE

Notice/Acceptance of Terms

This Terms of Use Agreement (the “Agreement”) is a contract between you and Woman-101 LLC (the “Company”, “us”, “our” or “we”). The Company operates the websites found at the following addresses: www.woman-101.com and www.braveryuniversity.com (the “Sites”) which provide goods for sale (the “Products”). This Agreement governs your use of the Sites. Be sure that you carefully read and understand this Agreement. The Company is willing to provide you with access to the Sites only on the condition that you accept all the terms and conditions (the “Terms”) contained in this Agreement.

This Agreement governs your use of the Sites. PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE WEBSITES. By using the Sites, you agree to comply with and be bound by these Terms.

If you do not agree to the Terms, you are not authorized to use the Sites.

The Company reserves the right to modify the Terms at any time by posting a notice on the home page of the Sites. Your use of the Site after the notice is posted indicates you agree to the changes.

In addition, when you use any of our current or future services, you will also be subject to our guidelines, terms, conditions and agreements applicable to those services. If these Terms of Use are inconsistent with the guidelines, terms and agreements applicable to those services, these Terms of Use will control.

Privacy and Your Account

Please review our Privacy Policy, which also governs your visit to the Sites, to understand our privacy practices.  Please also review our Disclaimer, as it governs your visit to the Sites and/or use of all Products as well.

We may sell products for children, we will only sell them to adults who can purchase with a credit card or other permitted payment method. If you are under eighteen (18) years of age, you may use the Sites and/or Products of the Company only with the involvement of a parent or guardian.

We reserve the right to refuse service, terminate accounts, remove or edit content or cancel orders in our sole discretion.

Consideration

You agree that these Terms of Use are supported by reasonable and valuable consideration, the receipt and adequacy of which you hereby acknowledge, without limitation, your access to and use of the Site and data, materials and information at or through the Site. Through said use you furthermore agree that you are responsible for compliance with any applicable local laws.

If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in the Sites are protected by applicable copyright and trademark law.

Access to the Site

To use the Site, you must obtain access to the World Wide Web either directly or through devices that access Web-based content and pay any service fees associated with such access. Use of certain areas of the Site requires not just Internet access but audio manager software or other software allowing the downloading and storing of audio and/or audio-visual files in MP3, MP4 or other digital format (the “Software”), and, for certain downloadable content, a compatible player device (the “Device”).

The Company may, at any time and from time to time, in its sole discretion, modify, revise, or otherwise change the system requirements for the Site and the format of any downloadable content, in whole or in part, without notice or liability to you.

System availability and access to the services available on this Site may be limited or unavailable for reasons which may include, but are not limited to, system performance and/or maintenance and/or repair.

The Company makes no representations, warranties or assurances as to the availability of the Site.

Restrictions on Use

All content contained on the Site (collectively, “Content”), such as text, graphics, logos, icons, images, audio and video clips, digital downloads, data compilations, and software, is our property or the property of the Company and/or our licensors or licensees, and the compilation of the Content on the Site is our exclusive property, protected by United States and international copyright laws, trademark laws, treaties and/or conventions.

You may not print, download and use the Content, including but not limited to, the underlying HTML, text, audio clips, video clips and other content that is made available to you on this Site, for any use other than your personal information.

Without limiting the generality of the foregoing, you may not:

1.   Include such content in or with any product or service that you create or distribute;

2.   Reproduce, duplicate, copy, sell, rent, resell or exploit for any commercial purposes any portion of the Site, use of the Site, or access to the Site;

3.   Establish: (a) a hyperlink, including a deep link, to any page or location on the Site; or (b) a frame containing any portion of the Site, on any other Web site or text document with hyperlink capabilities without the express written permission of the Company;

4.   Copy such content onto your or any other Web site or publication; or

5.   Direct any other person to do any of the foregoing.

All software used on the Site is our property or the property of our software suppliers and protected by United States and international copyright laws, treaties and conventions.

Use License for Paid Access to Content

Permission is granted to temporarily download one copy of the materials (information or software) on Company’s web site for personal, non-commercial transitory viewing only. This is the grant of a license, NOT a transfer of title, and under this license you may not:

  1.   Modify or copy the materials;

2.   Use the materials for any commercial purpose, or for any public display (commercial or non-commercial);

3.   Attempt to decompile or reverse engineer any software contained on Company’s web site;

4.   Remove any copyright or other proprietary notations from the materials; or

5.   Transfer the materials to another person or “mirror” the materials on any other server.

This license shall automatically terminate if you violate any of these restrictions and may be terminated by the Company at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

Intellectual Property

All of the Company’s trademarks that appear on the Site are the exclusive property of the Company. The trademarks, trade names, trade dress and associated products and services represented on this Site are protected under United States and international law and their display on this Site does not convey or create any license or other rights in these trademarks, trade names, trade dress and associated products and services. Any use of them without prior written authorization of the Company or the relevant trademark owner is strictly prohibited.

Any trademarks, service marks, graphics, logos, page headers, icons, scripts and trade names (each, a “Mark”) contained on the Site are proprietary to the Company or its licensors or licensees. Our Marks may not be used in connection with any product or service that is not ours in any manner that is likely to cause confusion among users or that disparages or discredits us or anyone else.

All other Marks not owned by us that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by the Company. The display of these trademarks or trade names on this Site does not convey or create any license or other rights in these trademarks or trade names. Any unauthorized use of those third-party trademarks is strictly prohibited.

We grant you a limited license to access and make personal use of the Site.

No Content of the Site or any other Internet site owned, operated, licensed, or controlled by us may be copied, reproduced, republished, downloaded (other than page caching), uploaded, posted, transmitted or distributed in any way, or sold, resold, visited, or otherwise exploited for any commercial purpose, except that you may download one (1) copy of the Content that we make available to you for such purposes on a single computer for your personal, noncommercial, home use only, provided that you: (a) keep intact all copyright, trademark and other proprietary rights notices; (b) do not modify any of the Content; (c) do not use any Content in a manner that suggests an association with any of our products, services or brands; and (d) do not download Content so as to avoid future downloads from the Site.

Your use of Content on any other website or computer environment is strictly prohibited.

The license granted to you does not include, and specifically excludes, any rights to: resell or make any commercial use of the Site or any Content; collect and use any product listings, descriptions or prices; make any derivative use of the Site or Content; download or copy account information for the benefit of anyone else; or use any form of data mining, robots, or similar data gathering and extraction tools. You may not frame, or utilize framing techniques to enclose, any Mark, Content or other proprietary information, or use any meta tags or any other “hidden text” utilizing any such intellectual property, without our and each applicable owner’s express written consent.

Any unauthorized use automatically terminates the license granted to you hereunder. You are granted a limited, revocable, and non-exclusive right to create a hyperlink only to our home page provided that the link does not portray us or our licensors or licensees, or their respective products or services, in a false, misleading, derogatory, or otherwise offensive manner. You may not use any of our or any such party’s intellectual property as part of the link without our and each such party’s express written consent.

Any unauthorized copying, redistribution, reproduction or modification of the contents of this Site by any person may be a violation of federal, state or common law, trademark and/or copyright laws, and could subject such person to legal action.

Nothing in this Agreement shall be construed as conferring any right under any intellectual property of the Company, its affiliates or any other person or entity owning the intellectual property in the content provided on this Site.

Use and Protection of Password and ID

The Company will assign a password and account ID (“Identification”) so that you can access and use certain areas of the Site. Each user who uses such assigned password and ID shall be deemed to be authorized by you to access and use the Site, and the Company shall have no obligation to investigate the authorization or source of any such access or use.

YOU ACKNOWLEDGE AND AGREE THAT AS BETWEEN YOU AND THE COMPANY, YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE SITE BY ANYONE USING THE PASSWORD AND ID ASSIGNED TO YOU, WHETHER OR NOT SUCH ACCESS TO AND USE OF THE SITE IS ACTUALLY AUTHORIZED BY YOU, INCLUDING ALL COMMUNICATIONS AND TRANSMISSIONS AND ALL OBLIGATIONS (INCLUDING FINANCIAL OBLIGATIONS FOR PURCHASES THROUGH THE SITE) THAT MAY RESULT FROM SUCH ACCESS OR USE.

You are solely responsible for protecting the security and confidentiality of the password and ID assigned to you. You shall immediately notify the Company of any unauthorized use of the assigned password or ID, or any other breach or threatened breach of the Site’s security of which you are aware.

You will be responsible for any activity conducted under your assigned password or ID.

System Requirements

Use of certain areas of the Site requires Internet access, audio manager software or other software allowing the downloading and storing of audio and audio-visual files in MP3, MP4 and/or other digital formats (the “Software”), and, for certain downloadable content, a compatible player device (the “Device”). The Company may, at any time and from time to time, in its sole discretion, modify, revise, or otherwise change the system requirements for the Site and the format of any downloadable content, in whole or in part, without notice or liability to you.

Internet access, use of the Software, or use of a Device may result in fees in addition to any fees incurred on the Site. Software and Devices may require you to obtain updates or upgrades from time to time. Your ability to use the Site may be affected by the performance of the Software, the Device, or your Internet connection. You acknowledge and agree that it is your sole responsibility to comply with the system requirements of your Software and Device, including the payment of all Internet access, Software and Device fees without recourse to the Company.

Modification to Site

The Company reserves the right to modify, suspend or discontinue, temporarily or permanently, the Site (or any part thereof) from time to time, for any reason or no reason and without notice.

You agree that the Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site. The information and materials contained on the Site are subject to change.

The Company endeavors to keep the information posted on this Site current, however, such information is subject to change at any time without notice to you and the posted information on this Site may not immediately reflect such changes.

Submissions

You may post reviews, comments, photographs, and other content; send communications; and submit suggestions, ideas, comments, questions or other information, so long as none of these materials are illegal, obscene, threatening, defamatory, invasive of privacy, infringing on intellectual property rights, or otherwise injurious to third parties or objectionable and do not consist of and/or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.”

You may not use a false email address, impersonate anyone, or otherwise mislead as to the origin of any content. We reserve the right (but not the obligation) to remove or edit any such content, but we do not regularly review posted content.

Please do not send the Company any material that you do not intend to be subject to the User-Generated Content License described in this paragraph. All content described in the immediately preceding paragraph and any and all other information, content or materials that you post or send to us hereinafter collectively is referred to as User-Generated Content. If you post or send any User-Generated Content to us, intentionally or unintentionally, we (and such others as we may designate from time to time) shall have the unrestricted rights to the use thereof for any and all purposes whatsoever, commercial or otherwise, without any further permission from, or any payment to, you or anyone else. We and our designees also shall have the right (but no obligation) to use the name that you submit, as well as any other name by which you are or may be known, in connection with User-Generated Content. Without limiting the generally of the foregoing, you hereby unconditionally grant to us a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, sub-licensable and transferrable universal license to use, re-use, reproduce, transmit, print, publish, display, exhibit, re-distribute, copy, host, store, cache, archive, index, categorize, comment on, broadcast, stream, download, edit, alter, modify, adapt, translate, create derivative works based upon and publicly perform User-Generated Content, in whole or in part, by all means and in all media now known or hereafter devised for any and all purposes without further notice to you and with or without attribution (the “User-Generated Content License“). You agree to the User-Generated Content License whether or not your User-Generated Content is used by us.

Each time that you access the Site, or post or submit User-Generated Content, you agree that the User-Generated Content License is ratified and confirmed with respect to such User-Generated Content and all User-Generated Content previously posted or submitted by you.

Content Linked to Site, Third Party Links and Advertising

This Site may provide links or references to other sites. If the Company has provided links or pointers to other web sites, no inference or assumption should be made and no representation should be implied that the Company is connected with, operates or controls these web sites.

As previously indicated, you should be aware that when you visit the Site, you could be directed to other sites beyond our control including links to or from affiliates and content partners that may use our Marks as part of an affiliate relationship. When you click on a link that directs you away from the Website, the site to which you are directed may not be controlled by the Company and different terms of use and privacy policies may apply which you should carefully read and evaluate. You acknowledge that we are not responsible for examining or evaluating, and that we do not warrant the offerings of, any such third party or the content of their sites. We do not assume any responsibility and liability for the actions, products, or content of any third party or any third party site. We reserve the right to disable links from or to third party sites, although we are under no obligation to do so.

The Company makes no representations, warranties or assurances as to any information in such sites, has no responsibility for their content and shall not be liable for any damages or injury arising from that content.

The Company disclaims any opinions expressed on such sites.

Any links to other sites are provided merely for your convenience and the inclusion of such links does not imply that the Company endorses the content of such sites.

Where the Company is offering its own content (or content of an affiliate) on or through third party sites (whether by linking, framing or otherwise), your use or display of that content shall be subject to this Agreement.

The Company takes no responsibility for third party advertisements which are posted on this Site, nor does it take any responsibility for the goods or services provided by its advertisers.

Your correspondence or business dealings with, or participation in promotions of, advertisers or third parties found on or throughout the Site, including but without limitation, with respect to the payment and delivery of related goods or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such parties and are not binding upon nor constitute obligations of the Company.

You agree that the Company shall not be responsible or liable for any actions, losses, damages, liabilities, claims, judgments, costs or expenses of any nature or kind (collectively “Claims”) incurred as the result of any such dealings or as the result of the presence of such third parties on the Site and you agree to indemnify the Company and its affiliates from and against any claims incurred as the result of any such dealings.

If you are interested in creating hypertext links to this Site, you must contact the Company before doing so. In establishing hypertext links, you must not represent in any way, expressly or by implication, that you have received the endorsement, sponsorship or support of this Site or the Company, including its respective employees, agents, directors, officers and shareholders.

The Company is not responsible for the content or practices of third party web sites that may be linked to this Site and makes no representation or warranty regarding such web sites or their content. This Site may also be linked to other web sites operated by companies affiliated or connected with the Company. When visiting other web sites, however, you should refer to each such web site’s individual “Terms of Use” and not rely on this Agreement.

Disclaimer of Warranties

Except as expressly provided otherwise, the Company disclaims any and all responsibility or liability for the timeliness, sequence, quality, accuracy, content, completeness, legality, reliability, operability or availability of information or material contained on the Site. The Site may contain inaccuracies or typographical errors. The Company disclaims any responsibility for the deletion, failure to store, misdelivery, or untimely delivery of any information or untimely delivery of any information or material in respect of the Site or the use thereof.

Any communications sent to you via this Site or otherwise from the Company (including, but not limited to, in the form of newsletter, electronic mail or via telephone or via text message) and the contents of this Site (including, but not limited to, any technology, financial, investment, corporate or tax information) are provided for informational and educational purposes only and are not intended to provide legal, investment, financial or tax advice and should not be relied upon in that regard.

Your financial circumstances and tax situation is unique; therefore, you should independently consult a lawyer or tax advisor.

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN OR IN AN APPLICABLE SUPPLEMENTAL AGREEMENT, COMPANY AND ITS DATA PROVIDERS WILL USE REASONABLE EFFORTS TO INCLUDE UP-TO-DATE AND ACCURATE INFORMATION IN THIS SITE, BUT ALL INFORMATION, PRODUCTS AND SERVICES OFFERED ON THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER.

ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED.

THE COMPANY AND ITS DATA PROVIDERS DISCLAIM ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE TECHNOLOGY, PRODUCTS AND SERVICES OFFERED ON THE SITE.

THE COMPANY AND ITS DATA PROVIDERS DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE SITE, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH THE SITE OR THROUGH ANY LINKS PROVIDED ON THE SITE.

YOU UNDERSTAND AND AGEE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE SO AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY CLAIMS, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA, THAT RESULTS FROM DOWNLOADING OR OTHERWISE OBTAINING SUCH MATERIAL.

Some states do not allow the exclusion of implied warranties; therefore, these exclusions may not apply to you.

Limitation of Liability

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN OR IN AN APPLICABLE SUPPLEMENTAL AGREEMENT, IN NO EVENT SHALL THE COMPANY, ANY OF THE COMPANY’S AFFILIATES, SUBSIDIARIES OR DATA PROVIDERS OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, DELIVERING OR MANAGING THE CONTENT OF THESE SITES (COLLECTIVELY THE “SITE PROVIDERS”), BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, ANY LOST DATA, LOST REVENUES, LOST PROFITS, LOST OPPORTUNITIES, LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THESE SITES OR THEIR CONTENT, ANY COMMUNICATIONS SENT TO YOU VIA THESE SITES OR OTHERWISE FROM THE COMPANY (INCLUDING, BUT NOT LIMITED TO, IN THE FORM OF ELECTRONIC MAIL OR VIA TELEPHONE), OR INFORMATION AVAILABLE FROM THESE SITES, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES SUFFERED AS A RESULT OF OMISSIONS OR INACCURACIES IN SUCH INFORMATION, THE TRANSMISSION OF CONFIDENTIAL OR SENSITIVE INFORMATION TO OR FROM THE SITE PROVIDERS AND INCONVENIENCE, DELAY OR LOSS OF USE OF THE SERVICE(S), EVEN IF ANY ONE OF OR ALL OF THE SITE PROVIDERS OR AN AUTHORIZED REPRESENTATIVE ON THEIR BEHALF IS ADVISED, EITHER ORALLY OR IN WRITING, OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, THE SITE PROVIDERS ASSUME NO LIABILITY OR RESPONSIBILITY FOR DAMAGE OR INJURY TO PERSONS OR PROPERTY OR PROPERTY ARISING FROM ANY USE OF ANY PRODUCT, INFORMATION, IDEA OR INSTRUCTION CONTAINED IN THE CONTENT OF THESE SITES.

Some states do not allow the exclusion or limitation of incidental or consequential damages; therefore, the above limitation or exclusion may not apply to you.

Information Collected by Third-Parties

We may allow third-party companies that use tracking technologies, such as cookies or pixels, to record IP information about users who visit or interact with our website. Our website does not provide any personal information to these third-parties. This information allows them to deliver targeted advertisements and gauge their effectiveness.

Some of these third-party advertising companies may be advertising networks that are members of the Network Advertising Initiative which offers a single location to opt out of ad targeting from member companies.

Legal Redress

Governing Law.  Jurisdiction and venue of any matter not subject to arbitration will reside exclusively in Dutchess County, State of New York (see “Mediation and Arbitration,” below).  The Federal Arbitration Act will govern all matters relating to arbitration.  The law of the State of New York will govern all other matters relating to or arising from these Terms of Use and/or your use of the Sites and/or the Products.

Indemnification.  Indemnification is one party’s agreement to pay for the losses another party suffers.  It’s similar to an insurance policy.  For example, if your home is damaged by an accidental fire, the insurance company will indemnify you (i.e., it will pay for the losses you suffered because of the fire). This same concept applies to these Terms of Use involving you and the Company.

As a user of the Sites/Products, you will indemnify and hold harmless the Company (and our members, managers, directors, officers, employees, agents and assigns) from and against any damages, losses, claims, liabilities and expenses (including attorneys’ fees) related to your:  (1) activities as a visitor to the Sites and/or user of the Products (including any statements and misrepresentations you make in person, online or otherwise); (2) breach of any of our policies or procedures (whether or not contained in or addressed by the Terms of Use, Disclaimer and/or Privacy Policy; and/or (3) violation of, or failure to comply with any statute, rule, regulation, ordinance and/or law.  Your obligation to indemnify the Company will continue to survive even after your use of the Sites and/or Products ends and/or is terminated.

Mediation and Arbitration.  We hope to enjoy a smooth relationship with you, but there may be times that we may need to formally resolve a dispute amongst us.  This section describes the process that we will use to resolve any serious disputes that may arise between us.  Mediation is a voluntary process in which two or more parties involved in a dispute work with an impartial party (the mediator) to generate their own solutions in terms of settling their conflict.  Mediation is about finding a solution that works for both parties, which is different from a court case or arbitration where one party wins and the other party loses.  Arbitration is a process to resolve a dispute outside the courts in which the parties to the dispute refer the case to an arbitrator and agree to be bound by the arbitrator’s decision.  It’s a settlement technique in which the arbitrator reviews the case and imposes a decision that’s legally binding for both sides.

If there is a serious dispute between us relating to the use of the Sites and/or Products, we agree to meet in good faith and attempt to resolve the dispute through mediation instead of a lawsuit.  One individual who is acceptable to you and the Company shall be appointed as mediator.  The mediation will occur within sixty (60) days from the date on which the mediator is appointed.  The mediator’s fees and costs, as well as the costs of holding and conducting the mediation itself, will be divided equally between the parties.  Each party will pay its portion of the anticipated shared fees and costs at least ten (10) days in advance of the mediation.  Each party will pay its own attorneys’ fees, costs and individual expenses associated with conducting and attending the mediation.  The mediation will be held in Poughkeepsie, New York.

If the mediation is unsuccessful, any controversy or claim arising out of or relating to the Sites and/or Products will be settled by arbitration instead of a lawsuit.  IN ANY LEGAL PROCEEDING RELATING TO YOUR USE OF THE SITES AND/OR PRODUCTS, BOTH OF US AGREE TO WAIVE ANY RIGHTS WE MAY HAVE TO: (1) LITIGATE IN COURT OR ARBITRATE ANY CLAIM OR DISPUTE AS A CLASS ACTION, EITHER AS A MEMBER OF A CLASS OR AS A REPRESENTATIVE, OR TO ACT AS A PRIVATE ATTORNEY GENERAL, AND (2) A TRIAL BY JURY.

The arbitration will be filed with, and administered by, the American Arbitration Association (“AAA”) or Judicial Arbitration and Mediation Services Endispute (“JAMS”) under their respective rules and procedures.  Upon information and belief, the Commercial Arbitration Rules and Mediation Procedures of the AAA are available on the AAA’s website at www.adr.org.  Upon information and belief, the Streamlined Arbitration Rules & Procedures are available on the JAMS website at www.jamsadr.com.

Notwithstanding the rules of the AAA or JAMS, the following will apply to any arbitration:

  1.   The Federal Rules of Evidence will apply in all cases;

2.   The parties will be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure;

3.   The parties will be entitled to bring motions under Rule 12 and/or Rule 56 of the Federal Rules of Civil Procedure;

4.   The arbitration will occur within one hundred and eighty (180) days from the date on which the arbitrator is appointed, and will last no more than five (5) business days; and

5.   The parties will be allotted equal time to present their respective cases, including cross-examinations.

All arbitration proceedings will be held in Poughkeepsie, New York.  There will be one (1) arbitrator selected from the panel that the Alternate Dispute Resolution service provides.  Each party will be responsible for its own costs and expenses of arbitration, including legal and filing fees.  The decision of the arbitrator will be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction that falls within the venues identified above (see “Governing Law,” above).

This agreement to arbitrate will survive any cancellation or termination of your use of the Sites and/or Products.

The parties and the arbitrator will maintain the confidentiality of the entire arbitration process and will not disclose to any person not directly involved in the arbitration process the:

  1.   Substance of, or basis for, the controversy, dispute or claim;

2.   Content of any testimony or other evidence presented at an arbitration hearing or obtained through discovery in arbitration;

3.   Terms and/or amount of any arbitration award; and

4.   Rulings of the arbitrator on the procedural and/or substantive issues involved in the case.

We both agree that any arbitration will only be conducted on an individual basis and that if it is determined, despite the clear and unambiguous intent of the parties via this Terms of Use, to permit arbitration other than on an individual basis, the arbitration will immediately be terminated and neither party will be under any obligation to continue in the arbitration.  In the case of such termination, or if the arbitration clause is deemed inapplicable or invalid, or otherwise is deemed to allow for litigation of disputes in court, the parties waive, to the fullest extent allowed by law, any right to pursue or participate as a plaintiff or a class member in any claim on a class or consolidated basis or in a representative capacity.

Notwithstanding this, nothing in these Terms of Use will prevent either party from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction or other relief available to safeguard and protect its intellectual property rights and/or to enforce its rights under these Terms of Use.

Miscellaneous

Revisions and Errata. The materials appearing on the Company’s Sites could include technical, typographical, or photographic errors. The Company does not warrant that any of the materials on its web site are accurate, complete or current. The Company may make changes to the materials contained on the web site without notice. The Company does not, however, make any commitment to update the materials.

Links. The Company has not reviewed all of the sites linked to its Sites’ Internet web sites and is not responsible for the contents of any such linked site(s). The inclusion of any link does not imply endorsement by the Company of the site(s). Use of any such linked web site is at the User’s own risk.

Entire Agreement. This Agreement is the entire and exclusive agreement between the parties, and it supersedes all previous communications, representations or agreements, either oral or written, between them with respect to this subject matter. No representations or statements of any kind made by any affiliate of the Company, which are not included in this Agreement, shall be binding on the Company or its affiliates.

Amendments. Neither you nor the Company may modify or amend this Agreement, in whole or in part, without the prior written consent of both you and an authorized representative of the Company. However, the Company may replace this Terms of Service Agreement from time to time and your subsequent use of this Site, or any content, programs or materials provided through this Site, will be subject in all respects to the terms and conditions of such terms of service in force at the time of such subsequent use. You are advised to check this Global Terms of Service Agreement regularly for any modifications.

Waiver. No waiver of any provision herein shall be valid unless in writing and signed by an authorized representative of both you and the Company. The Company’s failure to insist upon or enforce strict performance of any provision of this Agreement or any right shall not be construed as a waiver of any such provision or right.

Severability. If any provision of this Agreement is determined to be illegal or unenforceable, such provision shall be automatically reformed and construed so as to be valid, operative and enforceable to the maximum extent permitted by law or equity while preserving its original intent. The invalidity of any part of this Agreement shall not render invalid the remainder of this Agreement.

Miscellaneous. This Agreement shall inure to the benefit of the Company and its subsidiaries and affiliates. Any and all references in this Agreement to the Company and its affiliates shall, where the context so permits, include the Company’s parent companies, sister companies, and their respective subsidiaries, affiliates, directors, officers, employees, contractors and agents. The headings contained herein are for convenience only and shall have no legal or interpretative effect. Additional terms and conditions may apply when you use other services, affiliate services, third party content or third party software on or through a link provided on the Site.

Assignment. The Company may assign its rights and duties under this Agreement to any party at any time without notice to you.

Terms of Use Modifications

The Company may revise these Terms of Use for its Sites and/or Products at any time without notice. By using these Sites you are agreeing to be bound by the then current version of these Terms and Conditions of Use.

Please Contact Us if you have any questions or concerns regarding these items.