Welcome to CorporateVerify.com, a free public research tool providing United States citizens access to millions of government public records that were released in accordance with public record and FOIA laws. CorporateVerify.com is one of the largest government transparency websites allowing United States citizens completely free access to search through millions of public records associated with businesses nationwide. The Website is not affiliated with any government entity. CorporateVerify.com does not produce the content, nor does it modify this content in any way, other than to delete content that fails to comply with these Terms and Conditions or applicable law.
Although best efforts are taken to ensure the information presented is true, it cannot be confirmed that all of the information provided is 100% accurate or complete, and as such, the information should not be a substitute for Your own due diligence. If You discover any possible problems with the accuracy of the data please use the "Contact Us" link to notify Us. CorporateVerify.com is not a consumer reporting agency as defined by the Fair Credit Reporting Act, 15 USC § 1681 et seq. (“FCRA”). The Website strictly prohibits the use of its information or data to make any determinations concerning employment, consumer credit, insurance, tenant screening, or any other purpose that would require FCRA compliance.
It is important to Us that You have the best possible experience while using the Website, and that, when You use this Website, You understand Your legal rights and obligations. This terms-of-use agreement (“Agreement” or “Terms and Conditions”) between You and Us governs Your use of the Website and the Services We offer to You through the Website (“Services”). The terms of this Agreement apply (1) to the entire contents of this Website, (2) to any associated websites that We own or operate and that We grant You access to, and (3) to any electronic message exchanged between You and Us.
Please read this Agreement carefully before using Our Website because it is a legally binding agreement between You and Us. Checking the designated box and/or clicking on the “I Agree” button (or similar syntax) on the web page demonstrates Your express consent to all of these terms even if you do not read them. If You do not want to accept these terms, You must leave the Website immediately. If You violate any of the terms of this Agreement, We may pursue additional legal remedies. We may revise these terms on one or more occasions by updating this webpage as discussed below. We will deem Your continued use of the Website after We post the changes as Your acceptance of the changes. If You do not agree to any future changes, please leave the Website immediately.
This Agreement contains disclaimers of warranties, limitations on liability, releases, a class-action waiver, and the requirement to mediate and arbitrate all claims that may arise under this Agreement. These provisions are essential terms of this Agreement.
This is a legally binding Agreement between You and the owner and operator of CorporateVerify.com, including any successor or affiliated company or entity. You must be at least 18-years old and have reached the age of majority and legal consent in the jurisdiction in which You live or reside to agree to this Agreement. By clicking on the words “I agree,” “Submit,” or similar syntax, You are electronically signing this Agreement, and therefore agree to be bound by and acknowledge Your complete acceptance of all the express and incorporated terms of this Agreement. If You do not agree to this Agreement or do not meet the age requirements, You must leave the Website immediately.
1. COMMENTS, SUGGESTIONS, AND QUESTIONS:
We appreciate and welcome any comments, suggestions, or questions that You may have to improve or about the Website. You may send us any comments, suggestions, and questions by contacting Us here. You agree that We can use any idea or suggestion You give to Us royalty-free, worldwide, assignable, and in perpetuity without any attribution or compensation to You. We have no obligation to keep any comment, suggestion, or question You submit to Us confidential, regardless of any contrary notations in transmissions to Us.
2. PRELIMINARY PROVISIONS:
Party Definitions - The operative parties referred to in this Agreement are defined as follows:
CorporateVerify.com is the name of this Website. Hereinafter, CorporateVerify.com, and its operator, shall be referred to as the “Website.” When first-person pronouns are used in this Agreement, (Us, We, Our, Ours, etc.) these provisions are referring to the Website and/or to any other site or mobile service that we may choose to operate in the future. Additionally, when the terms “Website” or “Site” are used, these terms refer to this Website, any predecessor or successor domain or URL of this Website, along with any website or mobile application published by Us, unless a site is specifically exempt from this Agreement. Our Site(s), and the services the Site provides (“Services”), may contain images and content, including but not limited to text, software, images, graphics, data, messages, or any other information, and any other website content owned, operated, licensed, or controlled by the Website (collectively, “Materials”).
You, the User – As the User of this Site and/or Services, this Agreement will refer to the User as “You” or through any second-person pronouns, such as “Yours,” etc. Hereinafter, the User of the Site and/or Services shall be referred to in applicable second-person pronouns. You certify that You are over eighteen (18) years of age.
Users – This Agreement applies to all Users. You become a User by accessing this Site or the Services in any way
What this Agreement is - This Agreement is a legal contract between You and the Website. You should treat it as any other legal contract by reading its provisions carefully, as they will affect Your legal rights. By accessing the Site in any manner, You are affirmatively agreeing to be bound by all of the terms contained in this Agreement. You may not pick and choose which terms apply to You. If You do not agree with all of the terms in this Agreement, You must cease all access and use of the Site and any other Services provided by the Website. Nothing in this Agreement is intended to create any enforcement rights by third parties.
Consideration - Consideration for Your acquiescence to all of the provisions in this Agreement has been provided to You in the form of allowing You to use Our Site and Our Services. You agree that such consideration is both adequate, and that it is received upon Your viewing or using any portion of any of Our Site(s) and/or Services.
Electronic Signatures / Assent Required:
Nobody is authorized to access the Site or use the Services unless they have signed this Agreement. Such signature does not need to be a physical signature, since electronic acceptance of this Agreement is permitted by the Electronic Signatures in Global and National Commerce Act (E-Sign Act) and similar federal and state laws. You manifest Your agreement to this contractual Agreement by taking any act demonstrating Your assent thereto. Most likely, You have clicked or will click a button containing the words “I agree” or some similar syntax. You should understand that this has the same legal effect as You placing Your physical signature on any other legal contract. If You click any link, button, or other device provided to You in any part of Our Site’s interface, then you have legally agreed to all of these Terms and Conditions. Additionally, by using any of Our Site or Services in any manner, You understand and agree that We will consider such use as Your affirmation of Your complete and unconditional acceptance to all of the terms in this Agreement.
If You fail to sign this Agreement, You understand that You are an unauthorized user of the Site and Services. No act or omission by Us should be interpreted as a waiver of the requirement that You assent to this Agreement. If You fail to do so, You are still bound by the terms of this Agreement by virtue of Your viewing the Site or using any portion of the Site or Our Services. However, if You fail to electronically sign this Agreement, You stipulate to and agree to pay Us two hundred and fifty dollars ($250.00) each time You access the Site, as liquidated damages for unauthorized access and use, and You agree to pay all of Our costs and expenses, including Attorney’s fees and costs, incurred in collecting this unauthorized access fee from You.
If You are seeking information regarding any illegal activities, or access to information for illegal purposes, please leave this Site immediately and do not attempt to use the Services.
You agree not to use the Services or access the Site if doing so would violate the laws of Your state, province, or country.
Revisions to this Agreement:
From time to time, We may revise this Agreement. We reserve the right to do so, and You agree that We have this unilateral right. You agree that all modifications or changes to this Agreement are in force and enforceable immediately upon posting. Any updated or edited version supersedes any prior versions immediately upon posting, and the prior version is of no continuing legal effect unless the revised version specifically refers to the prior version and keeps the prior version or portions thereof in effect. To the extent any amendment of this Agreement is deemed ineffective or invalid by any court, the parties intend that the prior, effective version of this Agreement be considered valid and enforceable to the fullest extent.
We agree that if We change anything in this Agreement, We will change the “Last Modified” date at the top of this Agreement so that it is immediately obvious that We have updated the Agreement. The Agreement is located here, and a link to the Agreement is also at the bottom of the home page of the Site. You agree to periodically re-visit this web page, and to use the “refresh” button on Your browser as well as clear Your web browser history when doing so. You agree to note the date of the last revision to this Agreement. If the “Last Modified” date remains unchanged from the last time You reviewed this Agreement, then You may presume that nothing in the Agreement has been changed since the last time You read it. If the “Last Modified” date has changed, then You can be certain that something in the Agreement has been changed, and that you need to re-review it in order to determine how Your rights and responsibilities may have been affected by the revisions.
Waiver – if You fail to periodically review this Agreement to determine if any of the terms have changed, You assume all responsibility for your failure to do so and You agree that such failure amounts to Your affirmative waiver of Your right to review the amended terms. We are not responsible for Your neglect of Your legal rights.
3. FAIR CREDIT REPORTING ACT NOTICE AND OBLIGATIONS
CorporateVerify.com IS NOT A CREDIT REPORTING AGENCY ("CRA") FOR PURPOSES OF THE FCRA. AS SUCH, THE ADDITIONAL PROTECTIONS AFFORDED TO CONSUMERS, AND OBLIGATIONS PLACED UPON CREDIT REPORTING AGENCIES, ARE NOT CONTEMPLATED BY, NOR CONTAINED WITHIN, THESE TERMS AND CONDITIONS.
You may not use any information obtained from the Website in connection with determining a prospective candidate's suitability for:
- Health insurance or any other insurance
- Credit and/or loans
- Education, scholarships or fellowships
- Housing or other accommodations
- Benefits, privileges or services provided by any business establishment.
The information provided by the Website has not been collected in whole or in part for the purpose of furnishing consumer reports, as defined in the FCRA. Accordingly, by accessing the Website and Services, You understand and agree that You will not use any of the information You obtain from the Website as a factor in: (a) establishing an individual's eligibility for personal credit, loans, insurance, or assessing risks associated with existing consumer credit obligations; (b) evaluating an individual for employment, promotion, reassignment, or retention; (c) evaluating an individual for educational opportunities, scholarships, or fellowships; (d) evaluating an individual’s eligibility for a license or other benefit granted by a government agency or (e) any other product, service or transaction in connection with which a consumer report may be used under the FCRA or any similar state statute, including, without limitation, apartment rental, check-cashing, or the opening of a deposit or transaction account. You also agree that You shall not use any of the information You receive through the Website and Services to take any "adverse action," as that term is defined in the FCRA; you have appropriate knowledge of the FCRA; and, if necessary, You will consult with an attorney to ensure compliance with these Terms and Conditions.
4. EXPLANATION OF SITE ACCESS
Access and Limited License
All Users may access the public areas of the Site. You understand that all We are providing You is access to Our Services as We provide them from time to time. You need to provide Your own access to the Internet, and any Internet access, data charges, or other fees that You incur to access Our Site and use Our Services are Your sole responsibility. We are not providing any hardware nor software to You – and You need to purchase or license the necessary hardware and software to access the Site and Services. This Agreement covers all areas of the Site.
By accessing the Site, you certify that:
You are using the Site solely for personal, noncommercial purposes;
You will use the information and Materials found on the Site solely for lawful purposes.
You will not copy or distribute any part of the Site without Our prior written authorization;
You will fully comply with these Terms and Conditions.
Subject to Your acceptance of this Agreement, We grant You a limited, nonexclusive, nontransferable personal license to access and use the Site, Materials, and the Services contained therein. We provide the Materials and Services on this Site for the personal, non-commercial use by Users of the Site. Users of this Site are granted a single copy license to view Materials.
All Materials and Services available on the Site shall be for private non-commercial use only, and all other uses are strictly prohibited, unless consented to by Us. If You are a business entity or commercial concern, Your presence on the Site is not allowed unless it is expressly authorized in writing by Us. We reserve the right to pursue vigorous legal action against unauthorized access by business and commercial entities.
We reserve the right to limit the amount of Materials viewed. You agree to prevent any unauthorized copying of the Site, or any of the Materials contained therein. Any unauthorized use of the Site or any of the Materials contained therein terminates this limited license effective immediately. This is a license to use and access the Site for its intended purpose and is not a transfer of title. You will not data mine, scrape, copy or redistribute any of the content appearing on this Site. We reserve the right to terminate this license at any time if You breach or violate any provision of this Agreement, in which case You will be obligated to immediately destroy any information or Materials You have downloaded, printed or otherwise copied from this Site. Violators of this limited license may be prosecuted to the fullest extent under the applicable law.
Any and all registration information You provide to the Site may be transferred to Our contractors, vendors, agents, affiliates, successors-in-interest, and other third parties.
Service Interruption: From time to time due to technological factors, scheduled software uploads and other factors beyond Our control, service may be temporarily interrupted. From time to time, certain features of the Site may not be available for use due to technological and other factors. From time to time, access to the Site and the ability to log into the Site may not be available due to technological and other factors. You agree to hold Us harmless against any such interruption of service.
5. MODIFICATIONS AND INTERRUPTION TO SERVICE
You acknowledge that We do not guarantee continuous, uninterrupted, or secure access to this Website and numerous factors or circumstances outside of Our control may interfere with or adversely affect Our operation of this Website. Nor do We guarantee that You will be able to access or use all parts of this Website. Archives, along with any other feature or benefit of this Website, may become permanently inaccessible. You understand that We will have no liability to You for any inaccessibility.
We may suspend access to this Website temporarily and without notice for system failure, maintenance or repair, or reasons beyond Our control.
We may immediately suspend, terminate, or block Your access to this Website if We reasonably believe that You have violated the terms of this Agreement.
We reserve the right to modify or discontinue this Website with or without notice to You. If We do, We will not be liable to You or any third party if We exercise Our right to modify or discontinue the Website.
6. AGE OF MAJORITY AND LOCATION
Age of Majority. You represent and warrant You are at least eighteen (18) years of age, and that You have the legal capacity to enter into this Agreement. If You are not at least eighteen (18) years of age, You must exit the Site immediately and may not use or access the Site or use the Services in any manner.
Location. In order to use the Site or any Our Services, You must be a resident of the United States, and physically located in this country. We do not allow access by foreign residents or citizens. You specifically release Us from any liability associated with Our handling of Your personal information, based on foreign laws.
Misrepresentation. We specifically disclaim any responsibility or liability for any misrepresentation regarding a User’s age or location.
7. PUBLIC INFORMATION
Our Site(s) and Services aggregate data from public records and other publicly available information from various sources ("Public Information"). This Public Information may be made available to You through the Services.
We do not verify this Public Information. You understand that We do not evaluate each piece of information provided, and You agree that there are no warranties or guarantees regarding the accuracy, legitimacy, or legality of any Public Information, or how recently the Public Information was updated. All “Public Information” is provided “as is” with no warranties. You agree that any reliance on the Public Information available through the Services is at Your own risk.
8. REMOVAL OF INFORMATION:
We do not remove public records, as that would cause a misrepresentation of the data that was released by the government. The same and similar information can be found on numerous other publicly accessible websites. If, however, the government released information that should not have been released as public record please submit an official affidavit from the government agency responsible for the public records that specifies exactly which data point(s) should not have been released as public record. Once We receive and verify the authenticity of the affidavit We will work to expeditiously redact the specific data point(s) deemed to be release in error by the government agency from Our records.
9. RESTRICTIONS AND REGULATIONS GOVERNING USE OF OUR SITE AND SERVICES:
You agree that You will only use the Site and Services for purposes expressly permitted and contemplated by this Agreement. You may not use the Site and Services for any other purposes, including commercial purposes, without Our express prior written consent.
You agree that You will use the Services only for appropriate, legal purposes, and in compliance with all applicable federal, state, and local laws and regulations.
You will not use the Services or information derived from the Services in combination with any purpose or personal information covered under the FCRA, Gramm-Leach-Bliley Act (GLBA), Health Insurance Portability and Accountability Act (HIPAA), or the Children’s Online Privacy Protection Act (COPPA).
You will not use the Services to send any commercial mail, email, or SMS that does not comply with CAN-SPAM, the Telephone Consumer Protection Act, or any other applicable state law.
You will not use the Services or information derived from the Services to bother, stalk, harass, harm, defame, threaten, or embarrass any individual.
You will not use the Services to seek information about, or locate, individuals under the age of eighteen (18).
You will not use the Services to facilitate or commit any act of identity theft.
You will not use the Services to promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual.
You will not use the Services to invade the privacy of any group or individual.
Without Our express prior written authorization, You may not:
Interfere with or disrupt the Site, or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks or third party-providers connected to, or providing the Site;
Intentionally or unintentionally violate any applicable local, state, national or international law, and any regulations having the force of law;
Duplicate any part of Our Site or the Materials contained therein or received via the Services (except as expressly provided elsewhere);
Create any derivative works based on Our Site or any of the Materials contained therein or received via the Services, and You agree and stipulate that any and all derivative works are NOT “fair use”;
Use Our Site or Services, or any of the Materials contained therein, for any public display, public performance, sale or rental, and You hereby agree and stipulate that any and all such uses are NOT “fair use”;
Re-distribute or “scrape” Our Site or any of the Materials contained therein or received through the Services, and You hereby agree and stipulate that any and all such uses are NOT “fair use”;
Remove any copyright or other proprietary notices from Our Site or any of the Materials contained therein;
Frame or utilize any framing techniques in connection with Our Site or any of the Materials contained therein;
Use any meta-tags or any other “hidden text” using Our Site’s name or marks, and You hereby stipulate that any use of the Site’s name or marks, or any other marks owned by Us is an infringement upon Our trademark rights, and You stipulate to liquidated damages of five thousand dollars ($5,000) per such infringement, plus You agree to pay any and all fees incurred in the recovery of this amount, including attorney’s fees and all associated costs;
Circumvent any encryption or other security tools used anywhere on the Site or in conjunction with the Services (including the theft of user names and passwords or using another person’s user name and password in order to gain access to any restricted area of the Site);
Sell, rent, lease, license, sublicense, transfer, distribute, re-transmit, time-share, use as a service bureau or otherwise assign to any third party the Materials or Services or any of Your rights to access and use the Materials or Services as granted specifically by this Agreement;
Use Our Services for any commercial purpose unless expressly agreed to by Us in writing and at Our sole discretion. Without such consent by Us, Your use of the Site and Services is strictly for personal use;
Use or permit the use of data accessed via the Services to prepare a database or a comparison to other databases that are sold, rented, published, or furnished in any manner to a third-party;
Use or permit the use of data accessed via the Services for the purpose of compiling, enhancing, verifying, supplementing, adding to, deleting from, or operating any telemarketing list, direct mail service, mailing list, business directory, or other compilation of information that is sold, rented, published, or furnished in any manner to a third-party;
Download any file that You know, or reasonably should know, cannot be legally distributed in such manner;
Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;
Restrict or inhibit any other user from using and enjoying the Services;
Harvest or otherwise collect information about others, including e-mail addresses or other personally-identifiable information;
Violate any applicable laws, policies, or regulations.
You agree to cooperate with Us in causing any unauthorized use to cease immediately. Nothing contained in this Agreement shall obligate Us to monitor or investigate any use of Our Services by Our Users or other third parties, other than as required by applicable law.
Interference. Except where expressly permitted by law, You may not translate, reverse-engineer, decompile, disassemble, or make derivative works from any of Our Materials or any other materials from Our Site. User hereby agrees not to use any automatic device or manual process to monitor or reproduce the Site or Materials, and will not use any device, software, computer code, or virus to interfere or attempt to disrupt or damage the Site or any communications on it. If You do not adhere to this provision of this Agreement, You hereby stipulate to and agree to pay liquidated damages of five thousand dollars ($5,000) plus any and all fees associated with recovery of these damages, including attorney’s fees and costs.
10. STIPULATED LIQUIDATED DAMAGES:
In various provisions in this Agreement, We have outlined liquidated damages amounts to be applied as penalties against You if You violate these specific provisions. You specifically agree to pay these amounts. In agreeing to pay liquidated damages, You acknowledge that this amount is not a penalty, that the actual damages are uncertain and difficult to ascertain, but that this amount represents the parties’ good faith attempt to calculate an appropriate compensation based on anticipated actual damages.
11. WARRANTY DISCLAIMER
YOU AGREE THAT YOUR USE OF THE SITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SITE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. THE SITE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY:
ERRORS, MISTAKES, OR INACCURACIES OF CONTENT;
PERSONAL INJURY, EMOTIONAL DISTRESS, OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SITE;
UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN;
INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SITE, ANY BUGS, VIRUSES, MALWARE, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITE BY ANY THIRD-PARTY;
ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE.
THE SITE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY-PROVIDED PRODUCT OR SERVICE ADVERTISED ON, OFFERED BY, OR FEATURED ON THE SITE OR THROUGH THE SITE OR ANY LINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND THE SITE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
12. LIMITATION OF LIABILITY
IN NO EVENT SHALL THE SITE, ITS OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY:
ERRORS, MISTAKES, OR INACCURACIES OF CONTENT;
PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SITE;
INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SITE;
BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITE BY ANY THIRD-PARTY;
ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE WEBSITE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU SPECIFICALLY ACKNOWLEDGE AND WAIVE ANY CLAIM BASED ON THE SITE’S GOOD FAITH DISABLING OF ACCESS TO, OR REMOVAL OF, MATERIAL OR ACTIVITY WHICH HAS BEEN CLAIMED TO BE INFRINGING, OR BASED ON FACTS OR CIRCUMSTANCES FROM WHICH INFRINGING ACTIVITY APPEARS LIKELY, REGARDLESS OF WHETHER THE MATERIAL OR ACTIVITY IS ULTIMATELY DETERMINED TO BE INFRINGING.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. THE SITE MAKES NO REPRESENTATIONS THAT THE SITE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SITE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
YOU SPECIFICALLY ACKNOWLEDGE THAT THE SITE SHALL NOT BE LIABLE FOR ITS CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
IN NO EVENT SHALL OUR MAXIMUM TOTAL AGGREGATE LIABILITY HEREUNDER FOR DIRECT DAMAGES EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU FOR USE OF THE SITE OR SERVICES FOR A PERIOD OF NO MORE THAN ONE (1) MONTH FROM THE ACCRUAL OF THE APPLICABLE CAUSE OR CAUSES OF ACTION, OR TEN DOLLARS ($10.00), WHICHEVER IS GREATER. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
To the extent permitted by applicable law, You agree to defend, indemnify and hold harmless the Site, its parent, subsidiary and affiliated corporation(s), their officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including but not limited to attorney's fees) arising from: (i) Your use of and access to the Site; (ii) Your violation of any part of these Terms and Conditions; (iii) Your violation of any third-party right, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive these Terms and Conditions and Your use of the Site.
The provision of any services which are in violation of any laws is strictly prohibited. If We determine that You or any User has provided or intends to provide any services or material in violation of any law, Your ability to use the Site and Services will be terminated immediately without any reimbursement of any payment You may have made to Us. We have every right to voluntarily cooperate with law enforcement or private aggrieved parties that We may be legally compelled to do so. We do hereby disclaim any liability for damages that may arise from any User providing any material or services for any purpose that violates any law. You do hereby agree to defend, indemnify and hold Us harmless from any liability that may be imposed on Us arising from Your violation of any law – whether online or offline.
You also agree to defend and indemnify Us should any third-party be harmed by Your illegal actions or should We be obligated to defend any claims including, without limitation, any criminal action brought by any party.
Our Site and Services contain material that may be offensive to third parties. You agree to indemnify and hold Us harmless from any liability that may arise from someone viewing such material and You agree to immediately cease review of the Site and use of the Services should You find them offensive.
You agree to defend, indemnify, and hold harmless the Website, its officers, directors, shareholders, employees, independent contractors, telecommunication providers, attorneys, and agents, from and against any and all claims, actions, loss, liabilities, expenses, costs, or demands, including without limitation legal and accounting fees, for all damages directly, indirectly, and/or consequentially resulting or allegedly resulting from Your, or You under another person’s authority including without limitation to governmental agencies, use, misuse, or inability to use the Site, Services, or any of the Materials contained therein, or Your breach of any of this Agreement. We shall promptly notify You by electronic mail of any such claim or suit, and cooperate fully (at Your expense) in the defense of such claim or suit. We reserve the right to participate in the defense of such claim or defense at Our own expense, and choose Our own legal counsel, but are not obligated to do so.
You hereby discharge, acquit, and otherwise release Website, its parent Website, its agents, employees, officers, directors, shareholders, attorneys, and affiliates, from any and all allegations, counts, charges, debts, causes of action, and claims relating in any way to the use of, or activities relating to the use of the Site and Services including, but not limited to claims relating to the following:
Discrimination, harassment, negligence, gross negligence, reckless conduct, alienation of affections (to the extent recognized in any jurisdiction), intentional infliction of emotional distress, intentional interference with contract or advantageous business relationship, defamation, privacy, publicity, intellectual property, misrepresentation, any financial loss not due to the fault of the Site, missed meetings, lost profits, unmet expectations, false identities, fraudulent acts by others, invasion of privacy, release of personal information, failed transactions, purchases or functionality of the Site, unavailability of the Site, its functions and/or services and any other technical failure that may result in inaccessibility to the Site, or any claim based on vicarious liability for torts committed by individuals associated with the Site and Services, including but not limited to fraud, theft or misuse of personal information, assault, battery, stalking, rape, theft, cheating, perjury, manslaughter, or murder.
The above list is intended to be illustrative only, and not exhaustive of the types or categories of claims released by You. This release is intended by the parties to be interpreted broadly in favor of Us, and thus any ambiguity shall be interpreted in a manner providing release of the broadest claims. This release is intended to be a full release of claims, and the parties acknowledge the legally binding nature of this provision, and the nature of the rights given up in connection therewith.
14. LIMITATION OF LIABILITY AND EXCLUSION OF DAMAGES:
Unless caused by Our gross negligence or willful and wanton misconduct, We limit Our total liability to You for any claims arising from these terms or Your access to the Website solely to Your incidental and direct damages, if any. However, Our total liability to You will not exceed $100. Recovery of these damages will be Your sole and exclusive remedy. We disclaim any liability for any other damages of any kind arising out of these Terms or Your access to the Website.
Unless caused by the other’s gross negligence or willful and wanton misconduct, neither party will be liable to the other party for any special, indirect, incidental, consequential, exemplary, or punitive damages arising out of these Terms or the Website. This exclusion applies even if the other party knew or should have known about the possibility of the damages.
The mutual exclusion of special, indirect, incidental, consequential, exemplary, or punitive damages is independent of Your exclusive remedy and survives even if Your exclusive remedy fails of its essential purpose or a court or tribunal of competent jurisdiction otherwise deems Your exclusive remedy unenforceable.
The limitations and exclusions in this section apply regardless of the theory of liability asserted, whether strict liability, breach of warranty (express or implied), breach of contract, tort, or any other legal theory.
15. LIMITED TIME TO BRING CLAIMS:
A party to these Terms must bring any claim that party may have against the other party that arises out of these Terms or the Website within one (1) year after the claim arises. If a party fails to bring any claim that party may have against the other party within this 1-year period, the claim is permanently barred.
16. LINKS AND LINKING:
Websites which are linked to the Site are owned and operated by third parties. Because We have no control over such websites and resources, You acknowledge and agree that We are not responsible for or liable for the availability of such external websites or resources, do not screen or endorse them, and are not responsible for or liable for any content, advertising, services, products, or other materials on or available from such websites or resources.
Links to external websites (including external websites that are framed by the Site) or inclusions of advertisements do not necessarily constitute an endorsement by Us of such websites or the content, products, advertising, or other materials presented on such Site, but are for Your convenience.
You hereby agree to hold Us harmless from any and all damages and liability that may result from the use of links that may appear on the Site or via the Services. We reserve the right to terminate any link or linking program at anytime.
17. TRADEMARK / SERVICE MARK INFORMATION:
The name of the Site is considered a service mark owned by Us. We aggressively defend Our intellectual property rights.
Other manufacturers’ product and service names referenced herein may be trademarks and service marks of their respective companies and are the exclusive property of such respective owners, and may not be used publicly without the express written consent of the owners and/or holders of such trademarks and service marks.
All of the marks, logos, domains, and trademarks that You find on the Site and Services may not be used publicly except with express written permission from Us, and may not be used in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits Us.
18. COPYRIGHT INFORMATION:
The Materials accessible from the Website, Services, and any other site owned, operated, licensed, or controlled by Us are Our proprietary information and valuable intellectual property and We retain all right, title, and interest in the Materials.
The Materials may not be copied, distributed, republished, modified, uploaded, posted, or transmitted in any way without Our prior written consent, except that You may access a copy of the Materials solely for Your personal use. In doing so, You may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Materials.
Modification or use of the Materials except as expressly provided in this Agreement violates Our intellectual property rights.
Neither title nor intellectual property rights are transferred to You by access to the Services.
All Materials included on the Website, such as text, graphics, button icons, streaming data, animation, images, downloadable materials, data compilations, and software is the property of the Website or its content suppliers and is protected by United States and international copyright laws. The compilation of all Materials on the Website is the exclusive property of the Website or its content suppliers and protected by United States and international copyright laws, as well as other laws and regulations.
19. EXPORT CONTROL:
You understand and acknowledge that the software elements of the Materials on the Site may be subject to regulation by agencies of the United States Government, including the United States Department of Commerce, which prohibits export or diversion of software and other goods to certain countries and third parties. Diversion of such Materials contrary to United States’ or international law is prohibited.
You will not assist or participate in any such diversion or other violation of applicable laws and regulations.
You warrant that You will not license or otherwise permit anyone not approved to receive controlled commodities under applicable laws and regulations and that You will abide by such laws and regulations.
You agree that none of the Materials are being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or be used for proscribed activities.
20. NO AGENCY RELATIONSHIP:
Nothing in this Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein.
Notice. Any notice required to be given under this Agreement by Us may be provided by email to a functioning email address of the party to be noticed, by a general posting on the Site, or personal delivery by commercial carrier such as Federal Express. Notices by customers to Us shall be given by electronic messages unless otherwise specified in the Agreement.
Change of Address. Either party may change the address or contact information to which notice is to be sent by written notice to the other party pursuant to this provision of the Agreement.
When Notice is Effective. Notices shall be deemed effective upon delivery. Notices delivered by overnight carrier shall be deemed delivered on the business day following mailing. Notices mailed by registered or certified mail with return receipt requested, shall be deemed delivered five (5) days after mailing. Notices delivered by any other method shall be deemed given upon receipt. Notices by email and facsimile transmission, with confirmation from the transmitting machine that the transmission was completed, are acceptable under this Agreement provided that they are delivered one (1) hour after transmission if sent during the recipient's business hours, or 9:00 a.m. (recipient's time) the next business day. Either party may, by giving the other Party appropriate written notice, change the designated address, fax number and/or recipient for any notice or courtesy copy, hereunder.
Refused, Unclaimed, or Undeliverable Notice. Any correctly addressed notice that is refused, unclaimed, or undeliverable, because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused or deemed undeliverable by the postal authorities, messenger, facsimile machine, email server, or overnight delivery service.
22. COMMUNICATIONS NOT PRIVATE:
We do not provide any facility for sending or receiving private or confidential electronic communications. All messages transmitted to Us shall be deemed to be readily accessible to the general public. Visitors should not use this Site or Services to transmit any communication for which the sender intends only the sender and the intended recipient(s) to read. Notice is hereby given that all messages and other content transmitted to this Site or Services can and may be read by the agents and operators of the Site or Services, regardless of whether they are the intended recipients of such messages.
23. FORCE MAJEURE:
We shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond Our reasonable control, including but not limited to: acts of God, such as fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; war, riot, arson, embargoes, acts of civil or military authority, or terrorism; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, data breach, SPAM, or any failure of a computer, server or software, for so long as such event continues to delay the Site’s or Services’ performance.
Governing Law. This Agreement and all matters arising out of, or otherwise relating to, this Agreement shall be governed by the laws of the state of Florida, excluding its conflict of law provisions. The sum of this paragraph is that any and all litigation permitted under this Agreement must be, without exception, initiated in Orange County, Florida.
All Parties to this Agreement agree that all litigation permitted under this Agreement shall be tried and/or litigated exclusively in the state and federal courts located in Orange County, Florida.
The Parties agree to exclusive jurisdiction in, and only in, Orange County, Florida.
The Parties agree to exclusive venue in, and only in, Orange County, Florida.
The Parties additionally agree that this choice of venue and forum is mandatory and not permissive in nature, thereby precluding any possibility of litigation between the parties with respect to, or arising out of, this Agreement in a jurisdiction other than that specified in this paragraph.
All Parties hereby waive any right to assert the doctrine of forum non-conveniens or similar doctrines, or to object to venue with respect to any litigation permitted under this Agreement.
All Parties stipulate that the state and federal courts located in Orange County, Florida, shall have personal jurisdiction over them for the purpose of any litigation permitted under this Agreement that is not otherwise subject to the arbitration provisions, infra.
Each Party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it, as contemplated by this paragraph by registered or certified mail, Federal Express, proof of delivery or return receipt requested, to the party’s address for the giving of notices as set forth in this Agreement.
Any final judgment rendered against a party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law if such enforcement becomes necessary.
Right to Injunctive Relief - Both Parties acknowledge that remedies at law may be inadequate to provide an aggrieved party with full compensation in the event of the other party's breach, and that in any litigation permitted under this Agreement, an aggrieved party shall therefore be entitled to seek injunctive relief, in addition to seeking all other remedies available at law or in equity.
25. ARBITRATION PROVISIONS:
Binding Arbitration. - If there is a dispute between the Parties arising out of or otherwise relating to this Agreement, the Parties shall negotiate in good faith to attempt to resolve the dispute. If the Parties are unable to resolve the dispute through direct negotiations, then, except as otherwise provided herein, either Party must submit the issue to binding arbitration in accordance with the then-existing Commercial Arbitration Rules of the American Arbitration Association. Arbitral Claims shall include, but are not limited to, contract and tort claims of all kinds, and all claims based on any federal, state or local law, statute, or regulation, excepting only claims by Us pertaining to intellectual property, injunctions, attachment, garnishment, and other equitable relief. The arbitration shall be confidential. The arbitration shall be conducted in Orange County, Florida, and conducted by a single arbitrator, knowledgeable in Internet and e-Commerce disputes. The arbitrator shall be willing to execute an oath of neutrality.
The Arbitrator shall have no authority to award any punitive or exemplary damages; certify a class action; add any parties; vary or ignore the provisions of this Agreement; and shall be bound by governing and applicable law. The arbitrator shall render a written opinion setting forth all material facts and the basis of his or her decision within thirty (30) days of the conclusion of the arbitration proceeding. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRAL CLAIMS.
No waiver of right to arbitration - There shall be no waiver of the right to arbitration unless such waiver is provided affirmatively and in writing by the waiving party to the other party. There shall be no implied waiver of this right to arbitration. No acts, including the filing of litigation, shall be construed as a waiver or a repudiation of the right to arbitrate.
The First Amendment applies to arbitration proceedings - Any arbitration tribunal shall consider the First Amendment to the United States Constitution to be in force and effect between the Parties. Both Parties stipulate to the applicability of the First Amendment’s protection of free speech, expression, and association, and both Parties stipulate that case law interpreting the First Amendment shall be admissible and considered to be binding authority upon the Arbitrator.
26. CLASS ACTION WAIVER:
Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither You nor We will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the advanced written consent of all parties to all affected arbitrations or proceedings.
27. MISCELLANEOUS PROVISIONS:
These Terms and Conditions, together with any other legal notices published by Us on the Site, shall constitute the entire agreement between You and Us concerning the Site. If any provision of these Terms and Conditions is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect. No waiver of any term of these Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term, and the Site's failure to assert any right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision. YOU AND THE SITE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Assignment. The rights and liabilities of the parties hereto will bind and inure to the benefit of their respective assignees, successors, executors, and administrators, as the case may be.
Severability. If for any reason a court of competent jurisdiction or an arbitrator finds any provision of this Agreement, or any portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible and the remainder of this Agreement will continue in full force and effect.
California Residents: The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be contacted at: https://www.dca.ca.gov/about_us/contactus.shtml. You understand and agree that by assenting to this Agreement, You waive any applicability of California Civil Code §1542 as it may be applied to Your release of legal claims arising from Your use of the Website and/or Services.
No waiver. No waiver or action made by Us shall be deemed a waiver of any subsequent default of the same provision of this Agreement. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this Agreement.
Headings. All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of this Agreement.
Complete Agreement. This Agreement constitutes the entire agreement between the Parties with respect to Your access and use of the Site, Services and the Materials contained therein, and Your use of the Site and Services, and supersede and replace all prior understandings or agreements, written or oral, regarding such subject matter.
Other Jurisdictions. We make no representation that the Site, Services or any of the Materials contained therein are appropriate or available for use in other locations, and access to them from territories where their content may be illegal or is otherwise prohibited. Those who choose to access the Site and Services from such locations do so on their own initiative and are solely responsible for determining compliance with all applicable local laws.