CAR PANEL Rules of Participation
1. Acceptance of Terms
U30 Group (the “Company”) operates an online research community service (the “Service”) on behalf of Lyft (the “Client”) that allows you and other authorized users who have been invited by Company to use the Service (each, a “Member” and collectively, “Members”) to communicate with the Company [and each other] on topics about the Client’s services and industry, among other things. The Company’s providing of Service does not in any way include the Client’s providing of any Service to a member. The online platform Company utilizes for the Service is provided by FocusVision (the “Service Provider”). These “Rules of Participation” constitute a binding legal agreement (the “Agreement”) between you and the Company governing your access to and use of the Service, which includes without limitation any software used in connection with or otherwise related to the Service (the “Software”). The Service is offered to you conditioned upon your acceptance of this Agreement. Your use of the Service constitutes your acceptance of this Agreement. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE SERVICE. You warrant and represent that: (a) you have attained the age of majority in the province, state, or country in which you reside (and are, at the very least, no less than 18 years of age); and (b) any information that you submit is true and correct in every way. Company reserves the right to change these Rules of Participation at any time, and such modifications will be deemed effective immediately upon Company’s online posting and/or any other provision to you of the modified terms, as applicable. You are responsible for ensuring that you are aware of, and in compliance with, the most recent version of these Rules of Participation at all times. You can review the most current version of these Rules of Participation at any time at the following link: https://www.lyftcarpanel.com/page/6. If you do not agree to any of the terms hereof, and/or any future changes made by Company hereto, your sole and exclusive remedy is to stop using the Service. Unless explicitly stated otherwise, any new features or products that change, augment, or enhance the current Service will be subject to these Rules of Participation.
2. License; General Prohibitions Regarding Your Use of the Service
Company grants you a personal, limited, revocable, non-transferable, non-assignable, and non-exclusive right and license to use the Service and the Software on a single computer. Your right to use the Service and the Software is personal (i.e., for you only). Company reserves the right, at any time, in its sole and absolute discretion, to modify, suspend, terminate, or otherwise discontinue, temporarily or permanently, the Service (or any part thereof) by providing you with notice thereof. Company reserves the right to cancel, suspend, terminate, or refuse access to the Service to anyone at any time in its sole and absolute discretion. You may not use the Service or the Software, in whole or in part, for any purpose that is unlawful in any way, that may cause Company (or any of its licensors, including without limitation FocusVision) legal liability of any kind or nature (either civilly or criminally), that may disrupt the Service or disrupt others’ use of the Service, that may be considered by Company to be any of the following: harassing, libelous, invasive of anyone’s privacy, defamatory, obscene, illegal, harmful, incendiary, discriminatory, prejudice, offensive, hostile, and/or pornographic, that may be prohibited by these Rules of Participation. You may also not use the Service or the Software for any commercial purpose of any kind or nature. You agree not to modify, rent, lease, loan, reproduce, duplicate, copy, sell, distribute, otherwise exploit, or create derivative works based on, the Service and/or the Software, in whole or in part, or any Content (as defined in Section 7, below) contained therein. You shall be responsible for all acts and omissions of the Authorized Participants at all times.
3. Member Registration
To become a Member of the Service, you must provide specific registration information online, including your name, e-mail address, and create a user profile that includes your personal preferences. Company will use your e-mail address to send you notices and reminders of upcoming activities and sessions on the Service, among other things. If you do not wish to receive e-mail correspondence, you need to log into the Service and change your e-mail options on the “Preferences” page in the “My Profile” section. As part of the registration process, you will select a user name and password for your account (“Account”). You may not: (a) select or use a user name of another person with the intent to, or in a way that may reasonably be interpreted as an attempt to, impersonate that person; (b) use a user name that is subject to the rights (including any intellectual property or other personal rights of any kind) of any other person or entity without such person’s or entity’s prior written authorization; or (c) use a user name that Company, in its sole discretion, deems inappropriate, illegal, violative of any third party rights, and/or offensive or troublesome in any way. You agree to: (x) provide true, accurate, current, and complete information as prompted by the Service’s registration process (collectively, the “Registration Data”); and (y) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete at all times. You will maintain a valid email address with Company at all times.
4. Member Account, Password, and Security
You are solely responsible for maintaining the confidentiality of your user name, password, Registration Data, and Account, as well as for any and all uses of any of the foregoing by you and/or any people using the Service under your user name and password (with or without your knowledge or permission). You agree to immediately notify Company in writing of any known or suspected unauthorized use and/or any other breach of security or unauthorized use of the Service of any kind. Company will not be liable for any loss or damage arising from any unauthorized use of your user name, password, Registration Data, and/or Account. Company is not obligated to identify or authenticate any “Member” who accesses the Service. Company is not responsible for identity theft and/or any other misuse of your Registration Data or Account in general.
5. Term; Termination
7. Member Content
7.1 All information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services or other materials (collectively, “Content”) posted by Members on the Service (individually and collectively, “Member Content”) shall be the sole responsibility of the Member from whom such Member Content originated. This means that you, and not Company, are entirely responsible for all Member Content that you upload, post, transmit, or otherwise make available, directly or indirectly, on the Service, including without limitation personally identifying information and/or other sensitive data of any kind. When you post Member Content on the Service, your user name will be visible to other Members and attached or adjacent to the Member Content that you post. Please be aware that if you post personal information online, it is accessible to other Members, and as such, you may receive unsolicited messages or Content from such Members. Such other Members may also disseminate this information without your permission or approval. Company does not control the Member Content posted by you or other Members on the Service and as such, does not guarantee the accuracy, integrity, or quality of any such Member Content. By using the Service, you may be exposed to Member Content that is offensive, indecent, illegal, incendiary, defamatory, libelous, illegal, harassing, pornographic, harmful, inaccurate, deceptive, and/or objectionable in some other manner. Subject to applicable law, under no circumstances will Company be liable in any way for any Member Content, including, but not limited to, for any errors or omissions in any Member Content, and/or for any loss, cost, injury, claim, or damage of any kind incurred as a result of the use of any Member Content posted, transmitted, or otherwise made available on the Service at any time. Subject to applicable law, Company makes no warranty, express or implied, with respect to the Member Content and/or your (or anyone else’s) use thereof. You agree that you must evaluate, and bear all risks associated with, the use of any Member Content (including your own), including any reliance on the accuracy, completeness, or usefulness of such Member Content. In addition, except as expressly permitted hereunder, you may not copy, modify, translate, reproduce, publish, broadcast, transmit, delete, distribute, perform, display, license, rent, sell, and/or create derivative works from any Member Content or any other content appearing on or through the Service at any time (in whole or in part).
7.2 Company reserves the right (without the obligation) to monitor, pre-screen, reject, remove, or edit any Member Content for any reason in its sole discretion and without notice. Subject to applicable law, Company assumes no responsibility or liability of any kind or nature for monitoring the Service for inappropriate Member Content or conduct. If at any time Company chooses, in its sole discretion, to monitor the Service, Company nonetheless assumes no responsibility for the Member Content, no obligation to modify or remove any discovered inappropriate Member Content, and no responsibility for the conduct of any Member submitting Member Content, subject to applicable law.
7.4 You may not post, upload, transmit or otherwise make available on the Service any Member Content that:
(a) is patently offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
(b) harasses or advocates harassment of another person or is abusive, vulgar, or profane;
(c) exploits people in a sexual or violent manner;
(d) contains nudity, sexually suggestive imagery, pornography, pedophilia, incest, bestiality, excessive violence, or other offensive subject matter, and/or contains a link to an adult website;
(e) solicits personal information from anyone under eighteen (18) years of age or otherwise targets, solicits, induces, and/or harms minors in any way;
(f) publicly posts information that poses or creates a privacy or security risk to any person or entity;
(g) constitutes or promotes information that you know, or should have known after reasonable inquiry, is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory, libelous or otherwise in violation of the terms hereof;
(h) constitutes or promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files;
(i) constitutes unsolicited or unauthorized advertising or solicitation, promotional materials, “junk mail,” “chain letters,” instant messaging, “spamming,” “spamming,” or “pyramid schemes”;
(j) contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
(k) furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, without limitation, making or buying illegal weapons, providing instructions on how to assemble bombs, grenades and other weapons or incendiary devices, violating someone’s privacy, or providing or creating computer viruses;
(l) solicits passwords or personal identifying information for commercial or unlawful purposes from other Members;
(m) involves commercial activities and/or sales without prior written consent from Company such as contests, sweepstakes, barter, advertising, or pyramid schemes;
(n) includes any information, photograph, or video of another person that you have posted without that person’s consent;
(o) is misleading or deceptive, including falsely stating or otherwise misrepresenting your affiliation with a person or entity;
(p) infringes or violates any patent, trademark, trade secret, copyright, privacy right, publicity right, contract right, or any other rights of any third-party;
(q) you do not have a right to make available under any law or under contractual or fiduciary relationships; or
(r) contains software viruses, worms, spyware, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network.
Company reserves the right (but has no obligation) to investigate and take appropriate legal action against anyone who, in Company’s sole discretion, violates this Section 7.4, including without limitation, having the right to remove the offending Member Content from the Service and terminating or suspending a Member’s right to use the Service without liability of any kind.
8. Member Conduct
You, and not Company, are responsible for compliance with all laws, rules, regulations, and ordinances in connection with your use of the Service. You agree not to engage in any of the following activities in connection with your use of the Service, by way of example:
(a) criminal or tortious activity, including without limitation, child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, sending of viruses or other harmful files, copyright infringement, trademark infringement, patent infringement, or theft of trade secrets;
(b) advertising to, or solicitation of, any Member to buy or sell any products or services or engage in any other commercial venture or opportunity of any kind or nature;
(c) circumventing, modifying, or interfering with, attempting to circumvent, modify, or interfere with, or encouraging or assisting any other person in circumventing, modifying, or interfering with any security measures, technology, or software that is part of the Service;
(d) activity that involves the use of software viruses, worms, spyware, or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware, or otherwise permits the unauthorized use of or access to a computer, a computer network, the Service, Software, and/or any personal information of any Member at any time (including without limitation any Content and/or Registration Data);
(f) damaging, disabling, disrupting, overburdening, or impairing the Service or interfering with any other party’s use and enjoyment of the Service;
(g) impersonating or attempting to impersonate another Member, person or entity;
(h) using the Account, Registration Data, username, and/or password of another Member at any time, or disclosing (or failing to adequately protect) your username and/or password, or permitting any third party to access your Account at any time;
(i) using any information obtained from the Service in order to harass, abuse, or harm another person or entity, or attempting to do the same;
(j) allow usage of the Service by others in such a way as to violate this Agreement;
(k) take any steps to interfere with or in any manner compromise any security measures employed by the Service and Company in general;
(l) use the Software or the Service for any unauthorized or fraudulent purpose;
(m) collect and/or distribute any information about other Members;
(n) sell, lend, lease, trade, rent, barter, sublicense, assign, transfer, or grant rights in any manner to the Service, your Account, your Registration Data, and/or your username or password to any third party at any time;
(o) engage in the practices of “screen scraping”, “database scraping”, or any other activity with the purpose of obtaining lists of users or other information from the Service of any kind or nature; or
(p) attempt to decompile, reverse engineer, disassemble, modify, hack, or create derivative works from the Service or the Software, or defeat or overcome any encryption and/or digital rights management technology implemented with respect to the Service or the Software.
Company reserves the right (but has no obligation) to investigate and take appropriate legal action against anyone who, in Company’s sole discretion, violates this Section 8, including without limitation, reporting a Member to (and cooperating with) law enforcement authorities and/or terminating or suspending a Member’s right to use the Service.
9. Service Content
The Service contains information, data, text, software, music, sound, photographs, graphics, video, messages, advertising, links to web sites, or other materials (collectively, “Service Content”) provided by Company or third-parties (collectively, “Content Suppliers”). Subject to applicable law, Company is not responsible or liable, directly or indirectly, in any way for any Service Content and/or for any damage, injury, claim, cost, destruction, or loss caused or alleged to be caused by or in connection with any use of or reliance on any such Service Content. Subject to applicable law, Company hereby disclaims any warranty, express or implied, in connection with any such Service Content. Company may, but is under no obligation to, pre-screen Service Content.
10. Proprietary Rights to Member Content
10.1 You represent, warrant, and promise to Company that: (a) you own the Member Content posted by you on the Service, and (b) your posting or transmitting of Member Content on or through the Service does not, and will not, infringe, violate, or otherwise misappropriate the privacy rights, publicity rights, copyrights, trademark rights, patent rights, trade secret rights, contract rights, confidentiality rights, or any other rights of any kind or nature of any person or entity at any time (or otherwise violate any law, rule, or regulation, and/or the terms hereof).
10.2 You hereby irrevocably grant, exclusively to Company, all rights of any kind or nature in and to any Member Content posted or transmitted by you on or through the Service, including, without limitation: (a) all rights of contract, copyright, trademark, patent, trade dress, and all other rights, throughout the world and in perpetuity without restriction of any kind; (b) the right to modify, publish, prepare derivative works from, and/or publicly display the Member Content, alone or as part of any other work, in any form, media, or technology, whether now known or hereafter developed throughout the world; and (c) the exclusive right to license or otherwise transfer any or all such rights to any other party, in whole or in part. All Member Content belongs solely to the Company. However, to the extent, if any, that any Member Content is not assignable, you automatically grant, and represent and warrant that you have the right to grant to Company, a worldwide, royalty-free, irrevocable, perpetual, fully-sub-licensable, right and license to use, host, reproduce, modify, adapt, publish, edit, translate, distribute, perform, combine with information provided by third parties, create derivatives work of, and/or display such Member Content alone, or as a part of other works, in any form, media, or technology, whether now known or hereafter developed throughout the world at any time. Any such Member Content may be used by Company or licensed to others by Company for any purpose, including, without limitation, for reproduction, disclosure, transmission, publication, broadcast, and posting. No compensation will be paid or due you with respect to Company’s or its sublicensees’ use of the Member Content pursuant to this Section 10.
10.3 Company cannot guarantee that other Members will not use Content that you post on the Service for their own personal or commercial benefit (i.e., oftentimes in violation of the terms hereof). You should not post any Content on the Service that you would like to keep confidential or do not want others to use or misuse in any manner at any time. SUBJECT TO APPLICABLE LAW, COMPANY IS NOT RESPONSIBLE OR LIABLE FOR ANY MEMBER’S USE, MISUSE OR MISAPPROPRIATION OF ANY CONTENT POSTED BY YOU ON THE SERVICE, AND HEREBY DISCLAIMS ANY WARRANTY (EXPRESS OR IMPLIED) WITH RESPECT THERETO.
11. Company’s Proprietary Rights
As between Company and you, all right, title and interest in and to the Service, the Software, and any Service Content (including any intellectual property rights contained in any of the aforementioned) is and will remain the sole property of Company. You may not exploit, distribute, sell, lease, modify, amend, copy, use, or incorporate any of the Service Content (including without limitation any artwork, trademarks, or logos of Company and/or FocusVision) at any time, and/or exploit such Service Content, the Service, and/or the Software, in whole or in part, in any public or commercial manner, or otherwise in violation of the terms hereof or any other applicable policy of Company and/or FocusVision.
You hereby agree to indemnify, defend, and hold harmless Company, as well as Company’s suppliers (including Content Suppliers), Company’s technology licensors (including, but not limited to FocusVision), shareholders, parents, subsidiaries, affiliates, officers, directors, employees, agents, assigns, and advisors, from and against any and all losses, liabilities, claims (including claims without legal merit or brought in bad faith), demands, damages, costs or expenses, causes of action, suits, proceedings, judgments, awards, executions and liens, including reasonable attorneys’ fees and costs (whether brought by third parties or otherwise) relating to or arising out of, directly or indirectly: (a) your use of the Service (including, without limitation, the Software and/or any Member Content); (b) your breach of any representation, warranty, or covenant contained in this Agreement; (c) any Member Content posted or transmitted by you on or through the Service; (d) your acts and omissions; and (e) your negligence, intentional misconduct, or violation or alleged violation of any law or any rights of any third party. Company reserves the right (but is not obligated), at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you hereunder, and in such event, you will have no further obligation to provide indemnification for such matter; provided, however, that you will use best efforts to cooperate with Company in such defense and shall be fully responsible for all costs associated therewith. To the fullest extent permitted by law, the foregoing indemnity will apply regardless of any fault, negligence, or breach of warranty or contract by Company and/or any of Company’s suppliers (including Content Suppliers), affiliates, partners (including without FocusVision), subsidiaries, agents, and employees.
13. Information for California Residents
Under California Civil Code Section 1789.3, Members located in California are entitled to the following consumer rights information: (a) the Service is provided by the Company, U30 Group, located at 6700 Baum Drive, Ste.1 Knoxville, TN 37919; (b) the fees and related charges for the Service are as set forth in any agreement entered into between Company and you in writing (to which these Rules of Participation are applicable); and (c) you may contact Company at the address set forth in subsection (a) immediately above with complaints or to request additional information about the Service. Contact the Company in writing at, U30 Group, located at 6700 Baum Drive, Ste.1 Knoxville, TN 37919 Email: email@example.com or call toll free 1-866-680-2835. For more information please visit the Company’s California Consumer Privacy Statement at . Also, the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA 95814, or by telephone at 916-445-1254.
14. Copyright Infringement
If you believe that your work has been copied and posted on the Service in a way that constitutes copyright or trademark infringement, or your intellectual property rights have been otherwise violated, please send Company’s Data Protection Officer (firstname.lastname@example.org) a written notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Service (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (f) your physical or electronic signature.
15. Prize Promotions
If Company offers a sweepstakes, skill-based contest, or similar promotion to Members (each, a “Promotion”), the terms and conditions of these Rules of Participation will apply along with the official rules specifically created for any such Promotion. To the extent that any provision of any such official rules conflicts with any of the terms hereof, the terms of the official rules shall govern, subject to applicable law. OUR PROMOTIONS WILL NOT REQUIRE THE PAYMENT OF AN ENTRANCE FEE OR OTHER FORM OF CONSIDERATION.
15.1 General. Eligible Members can participate in a Promotion by following the instructions in a notification from Company about a Promotion (“Solicitation”). Specific methods of entry and prize details will be set forth in the Solicitation. Company’s decisions will be final and at Company’s sole discretion for all matters relating to a Promotion, including, without limitation, determination of winner(s), distribution of prize(s), and resolution of any discrepancies in and interpretation of this Agreement, the Solicitation, or other Promotion-related materials or instructions issued by Company (the “Promotion Documents”). If the winner or a potential winner does not comply with any portion of the Promotion Documents OR if Company determines at any time that the winner or potential winner is disqualified or ineligible, any prize may be forfeited and another winner may be selected by Company. Notwithstanding the foregoing, during any calendar year, no individual shall be awarded a prize or prizes or given other items of value, which, solely or in the aggregate, as the case may be, have an approximate retail value of greater than $599.99, from the Service Provider, a third-party beneficiary hereto, on behalf of any other company.
15.2 Eligibility. To be eligible, at the time of the Solicitation, you must: (i) be a legal resident of and residing in any one (1) of the fifty (50) U.S. States or the District of Columbia; (ii) be a Member of the Service in full compliance with all applicable rules and agreements; and (iii) meet any additional eligibility requirements in the Solicitation and Promotional Materials. Employees and agents of the Company, its parent, divisions, affiliates, subsidiaries, advertising agencies or promotional partners associated with the Promotion, and relatives (spouse, mother, father, in-laws, grandmother, grandfather, brother, sister, children, and grandchildren) of and those living in the same household as such employees are not eligible to enter or win a prize. During any calendar year, an individual shall not be eligible to enter or win a prize in a Promotion if such individual has previously received a prize, prizes, or any other items of value from the Company or any of its partners, affiliates, agents or licensors (including without limitation FocusVision, a third-party beneficiary of these Rules of Participation).
15.3 Prizes. A potential winner may be required to respond to requests sent to him or her by Company regarding a Promotion, including, without limitation, tax forms, an affidavit of eligibility and liability/publicity releases (unless prohibited by law), all of which may require the provision of a Social Security number, as well as other personally identifiable information. If any prize, prize notification, entry, or any other Promotion-related communication is rejected, faulty, or returned as undeliverable (for any reason), or if a winner cannot be reached after a reasonable attempt has been made by Company, that winner may be disqualified and an alternate winner may be selected. Company reserves the right to distribute awards to Members from time to time without prior notice or sending a Solicitation. Any difference between the actual value of the prize and the approximate retail value stated in the Promotion Documents will not be awarded. If legitimately claimed, the prize will be awarded. All taxes (federal, state and local) and other expenses not specified as part of a prize are the sole responsibility of the winner. No transfers, prize substitutions, or cash redemptions will be made other than in Company’s sole discretion. Company reserves the right to substitute a prize with another prize of equal or greater value for any reason. Winner agrees that, subject to applicable law, any prize is provided “as-is” without any warranty, representation, or guarantee, express or implied, of any kind, including without limitation any: (i) warranty of merchantability; (ii) warranty of fitness for a particular purpose; (iii) warranty of title; or (iv) warranty against infringement of intellectual property rights of a third party, whether express or implied by law, course of dealing, course of performance, usage or trade, or otherwise. Company is not responsible for electronic communications that are undeliverable as a result of any form of active or passive filtering of any kind, or insufficient space in participant’s e-mail account to receive e-mail messages and/or any other failure (including without limitation provision of a wrong email address to Company).
15.4 Miscellaneous. By participating in a Promotion (except where prohibited by law), each participant hereby consents to the use of his or her name, likeness, voice, biography, and other related data in any of the Company’s (and/or its affiliates’ or partners’, including without limitation FocusVision’s) advertising, promotion and marketing materials throughout the world at any time and in any manner, without additional compensation being due to any such participant. Participants are not entitled to approval rights in connection with any such use. All participants, as a condition of entry, agree to be bound by these Rules of Participation, whatever other official rules are established in connection with any Promotion, and the decisions of Company in all respects. If a Promotion is not capable of running as planned for any reason, Company reserves the right to cancel, modify or suspend a Promotion without liability of any kind. Any participant who supplies false or misleading information, obtains entries by fraudulent means, or is otherwise determined to be in violation of these Rules of Participation or any of the Promotion Documents in any way will forfeit any prize won. In the event of a dispute concerning who submitted an entry, the entry will be declared to have been made by the authorized Member account holder at the time of entry, but only if that person meets all other eligibility criteria as determined by Company and is in no way in breach hereof. If a dispute cannot be resolved to Company’s good faith satisfaction, the entry will be deemed ineligible. Furthermore, each participant understands and acknowledges that participating sponsoring entities (including without limitation FocusVision) have wide access to ideas, stories, designs, themes, concepts, and other literary materials. Each participant also acknowledges that many ideas or stories that participating sponsoring entities come across regularly may be competitive with, similar to, or almost identical to his or her material (including Member Content) in theme, idea, plot, format, or any other respect. Each participant acknowledges and agrees that he or she will not be entitled to any compensation as a result of any sponsoring entity’s use of any such similar or almost identical material that has or may come to the sponsoring entities from other sources. Each participant acknowledges and agrees that any and all such sponsoring entities do not now, and will not have in the future, any duty or liability, direct or indirect, vicarious, contributory or otherwise, with respect to infringement or protection of the participant’s copyright in and to his or her material. Each participant additionally acknowledges that, with respect to any claim by participant relating to or arising out of sponsoring entities’ or their agents’, assigns’ or licensees’ actual or alleged exploitation or use of any such material, the damage, if any, thereby caused to the applicable participant will not be irreparable or otherwise insufficient to entitle such participant to seek or obtain injunctive or other equitable relief, or to in any way enjoin the production, distribution, exhibition, or other exploitation of any production or other project based on or allegedly based on such material, and participant’s rights and remedies in any such event shall be strictly limited to the right to seek to recover monetary damages, if any, in an action at law. In no event shall Company be liable hereunder for any alleged infringement by any such sponsoring entity for any reason at any time, and participant hereby waives any claim he or she may have against the Company (and/or any of its partners or affiliates, including without limitation FocusVision) in connection with same.
16. DISCLAIMER OF WARRANTIES.
SUBJECT TO APPLICABLE LAW, YOUR USE OF THE SERVICE, THE SOFTWARE, AND ALL CONTENT OF ANY KIND CONTAINED THEREIN OR DERIVED THEREFROM, IS AT YOUR SOLE RISK. COMPANY AND COMPANY’S PARTNERS AND SUPPLIERS (INCLUDING FOCUSVISION. AND ITS CONTENT SUPPLIERS) PROVIDE THE SERVICE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED FROM OR THROUGH THE SERVICE, “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY AND COMPANY’S PARTNERS AND SUPPLIERS (INCLUDING FOCUSVISION AND ITS CONTENT SUPPLIERS) MAKE NO WARRANTY THAT: (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, AND/OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; OR (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, PRIZES (IF ANY), OR OTHER MATERIALS OR INFORMATION OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. WITHOUT LIMITATION ON THE FOREGOING, WE ARE UNDER NO OBLIGATION TO STORE AND/OR PROTECT YOUR MEMBER CONTENT, SO IT IS ADVISABLE THAT YOU MAINTAIN YOUR OWN COPY AT ALL TIMES. NOT ALL STATES PERMIT ALL OF THE ABOVE DISCLAIMERS, SO THEY MAY NOT ALL BE APPLICABLE TO YOU.
17. LIMITATION OF LIABILITY
SUBJECT TO APPLIABLE LAW, IN NO EVENT WILL COMPANY OR ANY OF COMPANY’S PARTNERS OR SUPPLIERS (INCLUDING FOCUSVISION AND ITS CONTENT SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR FAILURE OF PERFORMANCE, ERRORS, OMISSIONS, INTERRUPTIONS, DELETIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, COMMUNICATION LINE FAILURES, THEFT OR DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THE SERVICE, OR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR THIS AGREEMENT, DIRECTLY OR INDIRECTLY, EVEN IF COMPANY OR ANY OF COMPANY’S PARTNERS OR SUPPLIERS (INCLUDING FOCUSVISION AND ITS CONTENT SUPPLIERS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S (OR ANY OF ITS PARTNERS’ OR SUPPLIERS’, INCLUDING WITHOUT LIMITATION FOCUSVISION’S) AGGREGATE LIABILITY TO YOU OR ANY THIRD-PARTY ARISING FROM OR RELATING TO THE SERVICE OR THIS AGREEMENT (OR ANY OTHER AGREEMENT ENTERED INTO BY YOU WITH COMPANY IN CONNECTION WITH YOUR USE OF THE SERVICES) EXCEED $500.00. SOME STATES DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
18. Independent Review
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND THAT YOU AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED ALL ASPECTS OF THIS AGREEMENT AND THE DESIRABILITY OF ENTERING INTO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT WITH YOUR OWN COUNSEL AND YOU ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN.
Statements, notices, and other communications to you may be made by mail, email, postings within your Account or on the Service or our website, or other reasonable means. You will be solely responsible for keeping your email and/or postal addresses updated on your Account. Company will not be responsible for any undelivered notices caused by your failure to update such information.
20. Choice of Law; Venue; Waiver of Trial by Jury; Waiver of Class-Action:
This Agreement will be governed by, construed, and enforced in accordance with the laws of the State of New York, without regard to its conflicts of law principles. You may bring any action to enforce this Agreement or in connection with any matters related to the Service only in either the state or Federal courts located in New York, New York. You expressly consent to the exclusive jurisdiction of said courts and waive all venue, jurisdiction and choice of law challenges or defenses. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation this Section. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT. ADDITIONALLY, EACH PARTY HEREBY EXPRESSLY WAIVES ITS RIGHT TO INSTITUTE OR JOIN A CLASS ACTION OR SIMILAR SUCH (I.E., NON-INDIVIDUALIZED) CLAIM AGAINST THE OTHER PARTY. EACH PARTY HEREBY ACKNOWLEDGES THAT THIS SECTION SERVED AS A MATERIAL INDUCEMENT TO IT WHEN ENTERING INTO THIS AGREEMENT.
21. No Injunctive Relief:
You agree not to seek, and you acknowledge and agree that you are not entitled to, rescission of this Agreement or any part of this Agreement or any injunctive or other equitable relief for any reason, including without limitation, an injunction that would restrain the operation of the Service, the exploitation of any advertising or other materials on the Service, the exploitation of the Service or any Content displayed on the Service, and/or the exploitation of any Promotion or other rights granted to Company (and/or any of its affiliates or partners, including without limitation FocusVision) hereunder.
If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches Company’s intent as expressed in the original provision and the remainder of this Agreement will continue in full force and effect. A printed version of this Agreement and any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Company may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement (in whole or in part), by operation of law or otherwise, without the prior written approval of Company in each instance, and any such attempted assignment will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties hereto, their successors, and permitted assigns. The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Notwithstanding anything set forth herein to the contrary, FocusVision is hereby made a third-party beneficiary to this Agreement, entitled to enforce the provisions of this Agreement directly against you. This Agreement shall inure to the benefit of FocusVision, and its successors and assigns. This Agreement (including whatever documents the Company has specifically referenced herein as applicable) sets forth the entire understanding and agreement between Company and you with respect to the Service, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Company with respect to the Service. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance. Each party is an independent contractor and not an agent or representative of any other party. Neither party will have any right or authority to create any obligation or make any representation or warranty in the name or on behalf of the other party. This Agreement will not be interpreted or construed to create an association, joint venture or partnership between the parties, or to impose any partnership obligation or liability upon any party. The parties acknowledge and agree that this Agreement may be entered into electronically, and without the necessity of written signatures.
Please contact email@example.com with any questions regarding this Agreement.