Terms & Conditions

English PhraseCamp Terms and Conditions

Last Updated on 29/8/2024

 

These terms and conditions outline the rules and regulations for the use of PhraseCamp’s Website, located at www.phrasecamp.com.

By accessing this website we assume you accept these terms and conditions and to be bound by these Terms of Use, all applicable laws and regulations, and 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 PhraseCamp are protected by applicable copyright and trademark law.Do not continue to use PhraseCamp if you do not agree to take all of the terms and conditions stated on this page.

 

The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and all Agreements: “Client”, “You” and “Your” refers to you, the person log on this website and compliant to the Company’s terms and conditions. “The Company”, “Ourselves”, “We”, “Our” and “Us”, refers to our Company. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services, in accordance with and subject to, prevailing law of Japan. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.

This agreement is entered into by and between PhraseCamp (hereafter “Licensor”), and You (hereafter “Licensee”). Licensee’s use of Licensor’s Internet site (the “Site”) or any of the material or service offerings or other services offered on the Site including any off-line or third party components, data, lists, reports, dashboards, templates or services (collectively, the “Services”) is subject to these Terms of Use (this “Agreement”). If Licensee does not agree to this Agreement, Licensee agrees not to use or access the Services or the Site. Licensee’s registration for, or use of, the Site or the Services shall be deemed to be Licensee’s acceptance of this Agreement. Licensor may modify this Agreement at any time without notice to Licensee by posting a revised Agreement on the Site. Licensee’s continued use of the Site constitutes Licensee’s binding acceptance of this Agreement, including any modifications that Licensor makes. Licensee is responsible for regularly reviewing this Agreement.

 

Service Communications

Licensee understands and agrees that the Services may include communications such as service announcements and administrative messages from Licensor. Licensee will not be able to opt out of receiving these service announcements and administrative messages while using the Site and Services until Licensee sends Licensor a written notice requesting the deletion of Licensee’s account from the site.

 

License Grant & Use/Licensee’s Content

Licensor hereby grants Licensee a non-exclusive, non-transferable right to use the Site and Services for the term for which Licensee has paid the applicable subscription fees (“License Term”), solely for Licensee’s own personal use. Licensee may create one account through which Licensee can utilize the Site and Services. Licensee may not share Licensee’s account or account information with any other individual. Use of an account by more than one individual is strictly prohibited.

The Site includes a combination of content that Licensor creates, that Licensor’s partners create, and that Licensor’s users create. Licensee may use the content on the Site only for Licensee’s personal use in connection with the Services and/or Licensee’s licensed use of Licensor’s products. Except for the foregoing, Licensee may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works of, distribute, publicly perform, reverse engineer, publicly display, or in any way exploit any of the software, materials or content on the Site in whole or in part.

Licensee warrants that Licensee owns or has sufficient legal right to the intellectual property rights in any content posted or uploaded to the Site by Licensee (“Licensee’s Content”) and that Licensee’s Content, including any use thereof by Licensor as described herein, does not violate applicable law or the rights of any third party. Licensee hereby grants Licensor, Licensor’s affiliates, and Licensor’s partners a perpetual, worldwide, irrevocable, royalty-free, nonexclusive, sublicensable right to use, reproduce, create derivative works of, distribute, publicly perform, publicly display, transfer, transmit, distribute, and publish Licensee’s Content and subsequent versions of Licensee’s Content for the purposes of (i) displaying Licensee’s Content on the Site (ii) processing Licensee’s Content in connection with providing the Services, (iii) distributing Licensee’s Content, either electronically or via other media, and/or (iv) storing or hosting Licensee’s Content in a remote database or on the Site. This license will apply to the distribution and the storage of Licensee’s Content in any form, medium, or technology now known or later developed. For clarification, Licensee’s Content shall not include any of Licensee’s personal information.

Licensee may be exposed to content that Licensee finds offensive, indecent, or objectionable or that is inaccurate, and Licensee bears all risks associated with using that content. Licensor has the right, but not the obligation, to remove any content that may, in Licensor’s sole discretion, violate this Agreement or that is otherwise objectionable.

Licensor shall be entitled to adjust the scope of the Services and the underlying technical infrastructure to reflect the continuing development of the Services and technical advances.

Unless otherwise stated, PhraseCamp and/or its licensors own the intellectual property rights for all material on PhraseCamp. All intellectual property rights are reserved. You may access this from PhraseCamp for your own personal use subjected to restrictions set in these terms and conditions.

You must not:

This Agreement shall begin on the date hereof.

Parts of this website offer an opportunity for users to post and exchange opinions and information in certain areas of the website. PhraseCamp does not filter, edit, publish or review comments prior to their presence on the website. Comments do not reflect the views and opinions of PhraseCamp,its agents and/or affiliates. Comments reflect the views and opinions of the person who post their views and opinions. To the extent permitted by applicable laws, PhraseCamp shall not be liable for the comments or for any liability, damages or expenses caused and/or suffered as a result of any use of and/or posting of and/or appearance of the comments on this website.

PhraseCamp reserves the right to monitor all comments and to remove any Comments which can be considered inappropriate, offensive or causes breach of these Terms and Conditions.

You warrant and represent that:

You hereby grant PhraseCamp a non-exclusive license to use, reproduce, edit and authorize others to use, reproduce and edit any of your Comments in any and all forms, formats or media.

Permission is granted to access any materials on PhraseCamp`s website 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 the School’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.
  6. Screen record or audio record the videos.
  7. Download videos and/or audio files and to redistribute, remarket or profit from any of PhraseCamp`s contents and materials.

 

This license shall automatically terminate if you violate any of these restrictions and may be terminated by PhraseCamp 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.

Limitations

In no event shall PhraseCamp be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials PhraseCamp’s website, even if PhraseCamp or an authorized of PhraseCamp has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

Revisions and Errata

The materials appearing on PhraseCamp’s website may include technical, typographical, or photographic errors. PhraseCamp does not warrant that any of the materials on its web site are accurate, complete, or current. PhraseCamp may make changes to the materials contained on its web site at any time without notice. PhraseCamp does not, however, make any commitment to update the materials.

 

 

Cookies

We employ the use of cookies. By accessing PhraseCamp, you agreed to use cookies in agreement with the PhraseCamp’s Privacy Policy.

Most interactive websites use cookies to let us retrieve the user’s details for each visit. Cookies are used by our website to enable the functionality of certain areas to make it easier for people visiting our website. Some of our affiliate/advertising partners may also use cookies. (please see our privacy policy for further details)

Hyperlinking to our Content

The following organizations may link to our Website without prior written approval:

These organizations may link to our home page, to publications or to other Website information so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products and/or services; and (c) fits within the context of the linking party’s site.

We may consider and approve other link requests from the following types of organizations:

We will approve link requests from these organizations if we decide that: (a) the link would not make us look unfavorably to ourselves or to our accredited businesses; (b) the organization does not have any negative records with us; (c) the benefit to us from the visibility of the hyperlink compensates the absence of PhraseCamp; and (d) the link is in the context of general resource information.

These organizations may link to our home page so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party’s site.

If you are one of the organizations listed in the above paragraphs and are interested in linking to our website, you must inform us by sending an e-mail to support@phrasecamp.com Please include your name, your organization name, contact information as well as the URL of your site, a list of any URLs from which you intend to link to our Website, and a list of the URLs on our site to which you would like to link. Wait 2-4 weeks for a response.

Approved organizations may hyperlink to our Website as follows:

No use of PhraseCamp’s logo or other artwork will be allowed for linking absent a trademark license agreement. No third party or linking websites may generate revenue from any of PhraseCamp`s content unless specific permission is given.

Links

PhraseCamp has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by PhraseCamp. Use of any such linked website is at the user’s own risk.

 

Purpose of Site/Linking

The Site is for general informational purposes only. Before you act on information you’ve found on our website, you should independently confirm any facts that are important to your decision. Licensor is not responsible for, and cannot guarantee the performance of, any products or services provided by any advertisers or others to whose sites we link. A link to another website does not constitute an endorsement of that site (nor of any product, service or other material offered on that site) by Licensor or its licensors. We welcome links to the homepage of our website. Licensee is free to establish a hypertext link to the Site so long as the link does not state or imply any affiliation, connection, sponsorship, or approval of your site by Licensor. We do not permit framing or inline linking to our website or any portion of it.

 

Removal of links from our website

If you find any link on our Website that is offensive for any reason, you are free to contact and inform us any moment. We will consider requests to remove links but we are not obligated to or so or to respond to you directly.

We do not ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we promise to ensure that the website remains available or that the material on the website is kept up to date.

 

iFrames

Without prior approval and written permission, you may not create frames around our Webpages that alter in any way the visual presentation or appearance of our Website.

Content Liability

We shall not be hold responsible for any content that appears on your Website. You agree to protect and defend us against all claims that is rising on your Website. No link(s) should appear on any Website that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.

Your Privacy

Please read our Privacy Policy at www.phrasecamp.com/privacy.

 

Reservation of Rights

We reserve the right to request that you remove all links or any particular link to our Website. You approve to immediately remove all links to our Website upon request. We also reserve the right to amen these terms and conditions and it’s linking policy at any time. By continuously linking to our Website, you agree to be bound to and follow these linking terms and conditions.

 

Disclaimer

To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to our website and the use of this website. Nothing in this disclaimer will:

The limitations and prohibitions of liability set in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer, including liabilities arising in contract, in tort and for breach of statutory duty.

As long as the website and the information and services on the website are provided, we will not be liable for any loss or damage of any nature.

The materials on PhraseCamp’s website are provided ‘as is’. PhraseCamp makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, PhraseCamp does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site.

Site Terms of Use Modifications

PhraseCamp may revise these Terms of Use for its website at any time without notice. By using this website you are agreeing to be bound by the then current version of these Terms of Use.

Governing Law

Any claim relating to PhraseCamp’s website shall be governed by the laws of PhraseCamp Owner’s home jurisdiction without regard to its conflict of law provisions.

 

Technical Support

Licensor will provide email contact information to Licensee for the purpose of providing technical support to Licensee. Licensor does not guarantee any level of technical support for technical issues not within the direct control of Licensor. Licensor does not guarantee that the Site or Services will be available at any time.

While we make every effort to protect our servers and your data against loss and unauthorized access, you acknowledge that the Internet is not a 100% secure environment and thus we cannot guarantee the security of your information as there is always a risk that an unauthorized third party may find a way to circumvent our security systems or that transmission of your information over the Internet may be intercepted. You agree that we shall have no responsibility for any losses or damages that do not arise solely from our intentional misconduct, including but not limited to losses or damages arising from any third party access of your account resulting from theft, misappropriation, or other illegal access of your personal information.

 

Intellectual Property Rights

Licensor and/or its licensors owns all rights, title and interests, including all intellectual property rights, in and to the Site and the Services, the software, materials and other related content (excluding Licensee’s Content), and any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Licensee or any other party relating to the Site or the Services. In addition, all content published on the Site, including, but not limited to, reports, presentations, written content, graphics, images, marks, logos, sound or video clips, and Flash or Java animation, are protected by Licensor’s copyrights or trademarks or those of Licensor’s partners or users.

 

FEES/PAYMENTS/REFUNDS/CANCELLATION

Licensee shall choose a subscription level and term as offered by Licensor on the Site’s Subscription and Pricing page. Licensee shall pay such fees as specified and chosen. Receipt of payment in full per the plan chosen shall be a condition precedent to Licensor providing access to the Site and Services and any license grant herein.

Licensee shall be given access to only the specific portions of the Site and Services and for the chosen term relating to the respective level of services chosen.

LICENSOR WILL CHARGE THE SUBSCRIPTION FEES DIRECTLY TO THE CREDIT CARD OR PAYPAL ACCOUNT LICENSEE PROVIDES AFTER EVERY BILLING CYCLE (UNLESS LICENSEE CANCELS THE SUBSCRIPTION. EMAIL REQUESTS FOR CANCELLATION CANNOT BE GUARANTEED OR CONSTRUED AS PROOF OF CANCELLATION. UPON THE DATE OF EXPIRATION WITHOUT A CONFIRMED CANCELLATION, ALL SUBSCRIPTIONS WILL RENEW AUTOMATICALLY AT THE FULL RATE (UNLESS OTHERWISE NOTED) FOR THE IDENTICAL TERM AS THE PRECEDING TERM CHOSEN BY LICENSEE.

Licensee can request a cancellation of their subscription during the 7 day free trial. No subscription billing is charged during the 7 day free trial. Any cancellations during this 7-day free trial, there will be no charge. However there is no refund of a monthly or yearly subscription after the 7 day free trial for each respective membership (both monthly or yearly). Licensee can also cancel their subscription anytime during or after they their 7-day free trial or decide to not renew their current membership and still have access to PhraseCamp for the remainder of their specific subscription membership if payment has been made after the 7 free day trial.

There is no refund after the 7 day free trial period. Licensees will be charged from either PayPal or their Credit Card after the 7th day of the free trial.

For example: A Licensee signs up for a yearly membership on 23rd June 2020. They receive 7 day- free trial access. On 1st July 2020 licensee is charged the yearly billing amount one time. There are no refunds given to licensee from 1st July 2020. Licensee however has access to PhraseCamp for 1 year even if they decide to not renew their membership. The same process will also apply for any monthly subscriptions.

Monthly subscriptions will be automatically charged exactly the same date the next month. For example: Billing Date for a monthly subscription begins on 17th July 2020. Next billing date for a monthly subscription will be 17th August 2020 and so on.

Yearly subscriptions will be automatically charged exactly the same date the following year. For example: Billing Date for a yearly subscription begins on 12th September 2020. Next billing date for a yearly subscription will be 12th September 2021.

Licensor reserves the right to refuse refunds if the Licensee fails to cancel the billing cycle after the 7-day free trial.

AFTER CANCELLATION, LICENSOR WILL DISCONTINUE BILLING FOR THIS PARTICULAR SUBSCRIPTION BUT IT IS LICENSEE’S SOLE RESPONSIBILITY TO COMPLETELY AND FULLY CANCEL THIS PAYMENT CYCLE WITH LICENSEE’S CREDIT CARD OR PAYPAL ACCOUNTS.

Licensees may cancel their own subscriptions by going into ProfileàSettings-àBilling InfoàCancel

 

PRICE/PRICE UPDATES

You agree that all products and services, their contents, availability, and pricing are subject to change at any time with or without notice and that you shall not assign your rights under this Agreement and/or your rights to any services to a third party without prior consent from Licensor. You further acknowledge that Licensor makes no warranties or representations that any of the services purchased are continually offered for any period of time, including for lifetime plans. Please fully read the terms and disclaimers accompanying any products or services that you order through the Site prior to ordering.

All prices are displayed in Japanese Yen. We do not convert the total price of orders into other currencies. We will bill your credit or debit card or PayPal account in Japanese Yen and the card company or PayPal will convert the charges for you, including any exchange rate or transactional fees charges by such company. If you have any questions about currency conversions, please contact your bank or financial institution.

Termination

Licensor may immediately terminate or suspend Licensee’s use of the Services provided hereunder, or terminate Licensee’s account and this Agreement if Licensee (i) fails to pay any applicable fees when due, or (ii) breaches or otherwise fails to comply with this Agreement.

Upon termination by Licensor of this Agreement or any part thereof in accordance with this Agreement as a result of Licensee’s breach, negligence or default, Licensor will have no obligation to refund to Licensee any fees paid by Licensee.

 

Licensee’s Conduct on the Site and other Restrictions

If Licensor requests registration information from Licensee, Licensee will provide Licensor with true, accurate, current, and complete information. Licensee will promptly update Licensee’s registration to keep it accurate, current, and complete. If Licensor issues Licensee a password, Licensee may not reveal it to anyone else. Licensee may not use anyone else’s password. Licensee is responsible for maintaining the confidentiality of Licensee’s account and password. Licensee agrees to immediately notify Licensor of any unauthorized use of Licensee’s password or account or any other breach of security. Licensee also agrees to exit from Licensee’s accounts at the end of each session. Licensor will not be responsible for any loss or damage that may result if Licensee fails to comply with these requirements.

Licensee will be responsible for all activity occurring under Licensee’s account and will comply with all applicable local, state, and foreign laws, treaties and regulations in connection with Licensee’s use of the Services, including without limitation, laws and regulations governing data privacy, international communications and transmission of technical or personal data.

The technology and the software underlying the Site and the Services are the property of Licensor and/or Licensor’s affiliates, suppliers and partners. Licensee agrees not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the technology or software underlying the Site or the Services. Licensee agrees not to modify the software underlying the Site in any manner or form or to use modified versions of such software, including (without limitation) for the purpose of obtaining unauthorized access to the Site. Without limiting the foregoing, Licensee agrees that Licensee will not use the Site to take any of the following actions:

  1. Defame, abuse, harass, stalk, threaten, or otherwise violate the legal right of others;
  2. Publish, post, upload, e-mail, distribute, or disseminate (collectively, “Transmit”) any inappropriate, profane, defamatory, misleading, infringing, obscene, indecent, or unlawful content;
  3. Transmit files that contain viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of another person’s computer, Licensor’s sites, any software or hardware, or telecommunications equipment;
  4. Advertise or offer to sell any goods or services for any commercial purpose unless Licensee has Licensor’s written consent to do so;
  5. Transmit surveys, contests, pyramid schemes, spam, unsolicited advertising or promotional materials, chain letters or other unsolicited messages;
  6. Download any file that Licensee knows or reasonably should know cannot be legally obtained in such manner;
  7. Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or the source of software or other material;
  8. Restrict or inhibit any other user from using and enjoying any area within the Site;
  9. Interfere with or disrupt Licensor’s sites, servers, or networks;
  10. Probe, scan or test the vulnerability of the Site or circumvent any security mechanism used by the Site;
  11. Impersonate any person or entity, including, but not limited to, any Licensor representative, or falsely state or otherwise misrepresent Licensee’s affiliation with a person or entity;
  12. Forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through the Site or to manipulate Licensee’s presence on the Site;
  13. Take any action that imposes an unreasonably or disproportionately large load on Licensor’s infrastructure;
  14. Engage in any illegal activities; or
  15. Collect, store or transmit personal information about individuals or any information that is subject to applicable privacy laws or regulations.

If Licensee chooses a username or avatar that, in Licensor’s sole discretion, is obscene, indecent, abusive or that might otherwise subject Licensor to public disparagement or scorn, Licensor reserves the right, without prior notice to Licensee, to automatically change Licensee’s username or avatar, delete Licensee’s posts from Licensor’s sites, deny Licensee access to Licensor’s sites, or any combination of these options.

Unauthorized access to the Site is a breach of this Agreement and a violation of the law. Licensee agrees not to access the Site by any means other than through the interface that is provided by Licensor for use in accessing the Site. Licensee agrees not to use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Site, except those automated means that Licensor has approved in advance in writing.

Licensee may not access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

Use of the Site is subject to existing laws and legal process. Nothing contained in this Agreement will limit Licensor’s right to comply with governmental, court, and law-enforcement requests or requirements relating to Licensee’s use of the Site, which may include disclosing Licensee’s Content to the applicable authorities.

 

Indemnification

Licensee will defend Licensor from any third party claim, and will pay all damages finally awarded against Licensor in such claim or amounts agreed to in settlement, arising out of:

  1. Licensee’s use of the Site;
  2. Any use or alleged use of Licensee’s accounts or Licensee’s passwords by any person, whether or not authorized by Licensee, unless the Licensee’s accounts have been misappropriated by a third party without the fault or knowledge of the Licensee;
  3. The content, the quality, or the performance of content that Licensee submits to the Site; or
  4. Licensee’s violation of this Agreement.

 

Warranty/Disclaimers

THE SITE AND THE SERVICES, ITS SOFTWARE, CONTENT AND OTHER MATERIALS, ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. LICENSOR AND ITS AFFILIATES, SUPPLIERS AND PARTNERS MAKE NO WARRANTY, REPRESENTATION, GUARANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR NONINFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SITE OR ANY OF THE CONTENT, SERVICES, PRODUCTS, SOFTWARE OR OTHER MATERIALS AVAILABLE THROUGH THE SITE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY THAT THE SERVICES OR MATERIALS WILL MEET YOUR REQUIREMENTS, THAT SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR THAT DEFECTS IN THE SERVICES OR MATERIALS WILL BE CORRECTED. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OR SERVICES OBTAINED THROUGH THE USE OF THE SERVICES OR MATERIALS, AND ARE NOT RESPONSIBLE FOR THE PRODUCTS, SERVICES, ACTIONS, OR FAILURE TO ACT OF ANY THIRD PARTY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH YOUR USE OF THE SERVICES OR FROM US OR OUR SUBSIDIARIES/OTHER AFFILIATED COMPANIES SHALL CREATE ANY WARRANTY.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER LICENSOR NOR ITS AFFILIATES, SUPPLIERS OR PARTNERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE SERVICES OR THE SITE, ITS SOFTWARE, CONTENT OR OTHER MATERIALS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OR LOSS OF DATA OR OTHER INTANGIBLE LOSSES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR AND ITS AFFILIATES, SUPPLIERS AND PARTNERS WILL NOT BE LIABLE FOR ANY DAMAGES THAT EXCEED THE TOTAL AMOUNTS PAID BY LICENSEE TO LICENSOR FOR THE SERVICES.

SOME STATES/JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO LICENSEE. IN SUCH STATES/JURISDICTIONS, LICENSOR’S LIABILITY AND THAT OF ITS AFFILIATES, SUPPLIERS AND PARTNERS WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

 

Arbitration

Any dispute arising out of or relating to this Agreement or the Site will be finally settled by arbitration, except that Licensor may bring an action in a court of competent jurisdiction with respect to any dispute affecting Licensor’s intellectual property rights whether statutory or contractual. The arbitration will be conducted in accordance with the commercial arbitration rules (the “Rules”) of the American Arbitration Association. Any such controversy or claim will be arbitrated on an individual basis and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in a location of Licensor’s choosing and judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator selected under the Rules must be a lawyer. The arbitrator has no authority to award damages in excess of those permitted in this Agreement for any reason. Any award in excess of such limitation will be deemed void as between the parties. Either Licensee or Licensor may seek any interim or preliminary equitable relief from a court of competent jurisdiction necessary to protect the rights or the property of Licensee or Licensor (or its affiliates, agents, suppliers, and subcontractors), pending the completion of arbitration.

Miscellaneous

The Site features trademarks, service marks, and logos that are the property of Licensor and/or its affiliates, suppliers, partners and licensors. The Site also may include trademarks, service marks or logos of other third parties. All of these trademarks, service marks and logos are the property of their respective owners, and Licensee agrees not to use them in any manner without the prior written permission of the applicable owner.

Licensor may be required by state or federal law to notify Licensee of certain events. Licensee hereby acknowledges and consents that such notices will be effective upon Licensor’s posting them on the Site or delivering them to Licensee through e-mail. Licensee may update Licensee’s e-mail address by visiting the Services where Licensee has provided contact information. If Licensee does not provide Licensor with accurate information, Licensor cannot be held liable if Licensor fails to notify Licensee.

Licensor’s failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. This Agreement and Licensee’s right to use the Services may not be assigned by Licensee without the prior written approval of Licensor. Licensor may, at any time in its sole discretion, assign its rights and obligations under this Agreement to any third party without consent from or notice to Licensee.

This Agreement, including any applicable attachments, and all terms, conditions, and policies that are incorporated into these terms by reference, constitute the entire agreement between Licensee and Licensor and govern Licensee’s use of the Site and Services, superseding any prior agreements that Licensee may have with Licensor.

Licensee may not use, import or export materials on this Site in violation of United States, or any other applicable country’s import and export laws and regulations. Licensor assumes no responsibility or liability for Licensee’s failure to obtain any necessary export approvals. Without limiting the foregoing, Licensee agrees that the Site will not be used, and none of the underlying content, information, software, or technology may be transferred or otherwise exported or re-exported to persons subject to restrictions, destinations subject to embargo, or to prohibited proliferation-related end-users or end-uses, without obtaining any export license or other approval that may be required under United States, and any other applicable country’s, laws, regulations and requirements.

If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, the invalid or unenforceable provision will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the intent of the original provision. Where a court is unable to construe any unenforceable or invalid provision to make it binding, the court will severe and delete the provision. In any event, all other terms remaining valid and enforceable will survive and remain in full force and effect.

 

 

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