By accessing “LawSchool.Life” (hereinafter “we”, “us”, “our”, “LawSchool.Life”, “https://www.lawschool.life/forums”), you agree to be legally bound by the following terms. If you do not agree to be legally bound by all of the following terms then please do not access and/or use “LawSchool.Life”. We may change these at any time and we’ll do our utmost in informing you, though it would be prudent to review this regularly yourself as your continued usage of “LawSchool.Life” after changes means you agree to be legally bound by these terms as they are updated and/or amended.
You understand that no material or content posted by any user shall constitute an official statement by the non-profit that manages LawSchool.Life, except such statements that come from the Official LawSchool.Life communications email account, firstname.lastname@example.org. Further, you understand that no user has been granted any agency to speak for the non-profit that manages LawSchool.Life except such statements that come from the Official LawSchool.Life communications email account.
Our forums are powered by phpBB (hereinafter “they”, “them”, “their”, “phpBB software”, “www.phpbb.com”, “phpBB Limited”, “phpBB Teams”) which is a bulletin board solution released under the “GNU General Public License v2” (hereinafter “GPL”) and can be downloaded from www.phpbb.com. The phpBB software only facilitates internet-based discussions; phpBB Limited is not responsible for what we allow and/or disallow as permissible content and/or conduct. For further information about phpBB, please see: https://www.phpbb.com/.
You agree not to post any abusive, obscene, vulgar, slanderous, hateful, threatening, or any other material that may violate any laws be it of your country, the country where “LawSchool.Life” is hosted or International Law. Doing so may lead to you being immediately and permanently banned, with notification of your Internet Service Provider if deemed required by us. The IP addresses of all posts are recorded to aid in enforcing these conditions. You agree that “LawSchool.Life” have the right to remove, edit, move or close any topic at any time should we see fit. As a user you agree to any information you have entered to being stored in a database. While this information will not be disclosed to any third party without your consent, neither “LawSchool.Life” nor phpBB shall be held responsible for any hacking attempt that may lead to the data being compromised.
You also agree that you will not access LawSchool.Life for the purposes of obtaining information for use in taking any actions in any other forum, except as where required by law, including the decision to suspend or terminate user access to other forums. Such use shall constitute an impermissible use of data that is available on LawSchool.Life, as well as a violation of these Terms.
BY USING THE WEBSITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 13 YEARS OLD AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW. Any individual using the Website or Services on behalf of a company further represents and warrants that they are authorized to act and enter into contracts on behalf of that company. This Agreement is void where prohibited.
Subject to Your compliance with the terms and conditions of this Agreement, ALDE grants You a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to use the Website and Services. The Website, or any portion of the Website, may not be reproduced, duplicated, copied, modified, sold, resold, distributed, or otherwise exploited for any commercial purpose without the express written consent of ALDE. Except as expressly set forth herein, this Agreement grants You no rights in or to the intellectual property of ALDE or any other party. The license granted in this section is conditioned on Your compliance with the terms and conditions of this Agreement. In the event that You breach any provision of this Agreement, Your rights under this section will immediately terminate.
6. RELIANCE ON THIRD-PARTY CONTENT
Opinions, advice, statements, or other information made available by means of the Website and Services by third-parties, are those of their respective authors, and should not necessarily be relied on. Such authors are solely responsible for such content. ALDE DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD-PARTY INFORMATION ON THE WEBSITE; OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE BY A THIRD-PARTY BY MEANS OF THE WEBSITE AND SERVICES. UNDER NO CIRCUMSTANCES WILL ALDE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE WEBSITE OR TRANSMITTED TO OR BY ANY THIRD-PARTY.
7. ASSUMPTION OF RISK; RELEASE
YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING THE WEBSITE AND SERVICES. YOU, ON BEHALF OF YOURSELF, YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY ALDE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES, SUBLICENSEES, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “ALDE PARTIES”) FROM ANY AND ALL CLAIMS, ACTIONS OR LOSSES FOR BODILY INJURY, PROPERTY DAMAGE, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF PRIVACY OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE WEBSITE AND SERVICES.
8. USER INFORMATION; PASSWORD PROTECTION
You may also be asked to provide a username and password in connection with Your use of certain of the Services. You are entirely responsible for maintaining the confidentiality of Your password. You may not use the account, username, or password of any other member at any time. You agree to notify ALDE immediately of any unauthorized use of Your account, username, or password. ALDE shall not be liable for any loss that You incur as a result of someone else using Your password, either with or without Your knowledge.
9. YOUR INTERACTIONS WITH OTHER MEMBERS
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER ALDE MEMBERS. YOU ACKNOWLEDGE AND UNDERSTAND THAT ALDE HAS NOT, AND DOES NOT, IN ANY WAY: (A) SCREEN ITS MEMBERS; (B) REVIEW OR VERIFY THE STATEMENTS OF ITS MEMBERS. YOU HEREBY AGREE TO EXERCISE REASONABLE PRECAUTION IN ALL INTERACTIONS WITH OTHER MEMBERS, PARTICULARLY IF YOU DECIDE TO MEET ANOTHER MEMBER IN PERSON. ALDE DOES NOT REPRESENT, WARRANT, ENDORSE OR GUARANTEE THE CONDUCT OF ITS MEMBERS. IN NO EVENT SHALL ALDE BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO ANY MEMBER’S CONDUCT IN CONNECTION WITH SUCH MEMBER’S USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, BODILY INJURY, PROPERTY DAMAGE, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF PRIVACY OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS BETWEEN MEMBERS.
10. FORUM CONTROL; MEMBER DISPUTES; MODERATOR POLICY
(a) FORUM CONTROL AND MEMBER DISPUTES. ALDE does not control the forums made available by means of the Website and Services. Forum administrators and moderators reserve the right, in their sole discretion, to delete or modify forum posts, revoke membership to the forum, block access to the forum, modify Your account profile, or modify any User Content (as defined in Section 15 below) on the forum. You should contact the forum administrators directly with any complaint, grievance or problem. ALDE reserves the right, but disclaims any perceived, implied or actual duty, to monitor disputes between Website members. You agree to hold ALDE harmless in connection with any dispute with or claim against any other member.
(b) MODERATOR POLICY. You understand that Moderators are volunteers and that they are not employees, agents, or representatives of ALDE when moderating the Website and Services or speaking as Moderators. Moderators are regular users who have volunteered to accept the responsibility of certain Website and Services permissions such as the ability to delete or modify User Content, ban Members, and ban IP addresses, among other activities, for the purpose of keeping the Website and Services free from undesirable content such as spam. Like regular Members, the views and opinions expressed by Moderators are their own and they are solely responsible for the User Content they submit on the Website. If you feel a Moderator is acting inappropriately, please contact the Forum Administrators or Us through any contact link which directs to ALDE.
11. CONSENT TO RECEIVE EMAIL FROM ALDE
By registering with the Website, you thereby consent to receive email communications or Private Messages from ALDE regarding your use of the Website and Services.
12. CONSENT TO RECEIVE EMAIL COMMUNICATIONS FROM MEMBERS
By registering with the Website, your thereby consent to receive electronic communications, including email and Private Messages from other Website members.
13. THIRD-PARTY WEBSITES
The Website or its Services sometimes may display links to websites of third parties (“Third-Party Websites”), some of whom may have established relationships with ALDE and some of whom may not. ALDE does not have control over the content and performance of Third-Party Websites. ALDE HAS NOT REVIEWED, AND CANNOT REVIEW OR CONTROL, ALL OF THE MATERIAL, INCLUDING COMPUTER SOFTWARE OR OTHER GOODS OR SERVICES, MADE AVAILABLE ON OR THROUGH THIRD-PARTY WEBSITES. ACCORDINGLY, ALDE DOES NOT REPRESENT, WARRANT OR ENDORSE ANY THIRD-PARTY WEBSITE, OR THE ACCURACY, CURRENCY, CONTENT, FITNESS, LAWFULNESS OR QUALITY OF THE INFORMATION MATERIAL, GOODS OR SERVICES AVAILABLE THROUGH THIRD-PARTY WEBSITES. ALDE DISCLAIMS, AND YOU AGREE TO ASSUME, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM YOUR USE OF THIRD-PARTY WEBSITES.
14. USER CONTENT
YOU HEREBY GRANT THE ALDE PARTIES A PERPETUAL, FULLY PAID-UP, WORLDWIDE, SUBLICENSABLE, IRREVOCABLE, ASSIGNABLE LICENSE TO COPY, DISTRIBUTE, TRANSMIT, PUBLICLY DISPLAY OR PERFORM, EDIT, TRANSLATE, REFORMAT AND OTHERWISE USE USER CONTENT IN CONNECTION WITH THE OPERATION OF THE WEBSITE, SERVICES OR ANY OTHER SIMILAR OR RELATED BUSINESS, IN ANY MEDIUM NOW EXISTING OR LATER DEVISED, INCLUDING WITHOUT LIMITATION IN ADVERTISING AND PUBLICITY. YOU AGREE TO WAIVE, AND HEREBY WAIVE, ANY CLAIMS ARISING FROM OR RELATING TO THE EXERCISE BY THE ALDE PARTIES OF THE RIGHTS GRANTED UNDER THIS SECTION. YOU WILL NOT BE COMPENSATED FOR ANY EXERCISE OF THE LICENSE GRANTED UNDER THIS SECTION.
You hereby represent and warrant that You own all rights, title and interest in and to User Content or are otherwise authorized to grant the rights provided the ALDE Parties under this section. You further represent and warrant that all User Content fully complies with ALDE’s Community Rules and Guidelines.
Further, You agree and understand that You give other Members permission to quote, edit, alter, or remove Your content within the Website or its Services. If you do not want Your User Content quoted, edited, or altered by other Members, then do not submit User Content to the Website. You also agree and understand that ALDE or the Moderators reserve the right to remove, edit, lock, move, restore, or protect any User Content submitted to the Website or Services at any time for any reason at ALDE’s sole discretion. Notwithstanding the foregoing, ALDE agrees to take reasonable efforts not to restore User Content You intentionally delete from the Website unless required by law or to comply with court order. ALDE may also restore User Content deleted by You for the purposes restoring a backup due to partial or total data loss by ALDE servers or should ALDE need to migrate data to new Servers by use of backup data, where such data may include User Content intentionally deleted from the Website by You.
15. PUBLIC FORUMS
“Public Forum” is any area, site or feature offered as part of the Website (including without limitation discussion forums, message boards, blogs, chat rooms, emails or personal messaging features) that enables You (a) to upload, submit, post, display, perform, distribute and/or view User Content, and/or (b) to communicate, share, or exchange User Content with other Website members or other Website visitors. You acknowledge that Public Forums, and features contained therein, are for public and not private communications. You further acknowledge that anything You upload, submit, post, transmit, communicate, share or exchange by means of any Public Forum may be viewed on the Internet by the general public, and therefore, You have no expectation of privacy with regard to any such submission or posting. You are, and shall remain, solely responsible for the User Content you upload, submit, post, transmit, communicate, share or exchange by means of any Public Forum and for the consequences of submitting or posting same. ALDE DISCLAIMS ANY PERCEIVED, IMPLIED OR ACTUAL DUTY TO MONITOR PUBLIC FORUMS AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR INFORMATION PROVIDED THEREON.
16. YOUR RESPONSIBILITY FOR DEFAMATORY COMMENTS
You agree and understand that you may be held legally responsible for damages suffered by other Website members or third-parties as the result of Your remarks, information, feedback or other content posted or made available on the Website that is deemed defamatory or otherwise legally actionable. Under the Federal Communications Decency Act of 1996, ALDE is not legally responsible, nor can it be held liable for damages of any kind, arising out of or in connection to any defamatory or otherwise legally actionable remarks, information, feedback or other content posted or made available on the Website.
17. OBJECTIONABLE CONTENT
You represent and warrant that you shall not use the Website or Services to upload, post, transmit, display, perform or distribute any content, information or materials that: (a) are libelous, defamatory, abusive, or threatening, violent, harassing, or otherwise illegal; (b) constitute child pornography; (c) solicit personal information from or exploit in a sexual or violent manner anyone under the age of 18; (d) incite, encourage or threaten physical harm against another; (e) promote or glorify racial intolerance, use hate and/or racist terms, or signify hate towards any person or group of people; (f) violate any provision of this Agreement or any other ALDE agreement or policy, including without limitation ALDEs ; or (g) are generally offensive or in bad taste, as determined by ALDE (collectively, “Objectionable Content”). ALDE DISCLAIMS ANY PERCEIVED, IMPLIED OR ACTUAL DUTY TO MONITOR THE CONTENTS OF THE WEBSITE AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR INFORMATION PROVIDED HEREON. Without limiting any of its other remedies, ALDE reserves the right to terminate Your use of the Website and Services or Your uploading, posting, transmission, display, performance or distribution of Objectionable Content. ALDE, in its sole discretion, may delete any Objectionable Content from its servers. ALDE intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws.
18. PROHIBITED USES
ALDE imposes certain restrictions on Your use of the Website and the Services. You represent and warrant that you will not: (a) “stalk” or otherwise harass any person, or contact any person who has requested not to be contacted; (b) ; (c) fraudulently impersonate, or otherwise misrepresent affiliation, connection or association with, any person or entity ; (e) (f) harvest or otherwise collect information about ALDE users, including email addresses and phone numbers; (g) h) access content or data not intended for You, or log onto a server or account that You are not authorized to access; (i) attempt to probe, scan, or test the vulnerability of the Services, the Website, or any associated system or network, or breach security or authentication measures without proper authorization; (j) interfere or attempt to interfere with the use of the Website or Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, “flooding” “spamming,” “mail bombing,” “DDOSing,” or “crashing”; (k) use the Website or Services to send unsolicited e-mail or private messages, including without limitation promotions or advertisements for products or services; (l) forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance or distribution by means of, the Website or Services; or (m) Any violation of this section may subject You to civil and/or criminal liability.
19. INTELLECTUAL PROPERTY
(a) Compliance with Law
You represent and warrant that, when using the Website and Services, You will obey the law and respect the intellectual property rights of others. Your use of the Website and Services is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property generally. You agree not to upload, post, transmit, display, perform or distribute any content, information or other materials in violation or that do not constitute fair use of any third-party’s copyrights, trademarks, or other intellectual property or proprietary rights. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF ANY LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USE OF THE WEBSITE AND SERVICES. YOUR BEAR THE SOLE BURDEN OF PROVING THAT CONTENT, INFORMATION OR OTHER MATERIALS DO NOT VIOLATE ANY LAWS OR THIRD-PARTY RIGHTS. ALDE TERMINATES ACCOUNTS OF USERS DETERMINED TO BE REPEAT INFRINGERS.
Advanced Legal Discussion & Education, Inc., ALDE, LawSchool.Life, LawSchoolLife.Org and the “LawSchool.Life logo” (collectively, the “ALDE Marks”) are trademarks or registered trademarks of Advancing Legal Discussion & Education, Inc. Other trademarks, service marks, graphics, logos and domain names appearing on the Website may be the trademarks of third-parties. Neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to, or any license to reproduce or otherwise use, the ALDE Marks or any third-party trademarks, service marks, graphics, logos or domain names. You agree that any goodwill in the ALDE Marks generated as a result of Your use of the Website and Services will inure to the benefit of ALDE, and You agree to assign, and hereby do assign, all such goodwill to ALDE. You shall not at any time, nor shall You assist others to, challenge ALDE’s right, title, or interest in or to, or the validity of, the ALDE Marks.
(c) Copyrighted Materials; Copyright Notice
All content and other materials available through the Website and Services, including without limitation the ALDE logo, design, text, graphics, and other files, and the selection, arrangement and organization thereof, are either owned by ALDE, Inc or are the property of ALDE’s licensors and suppliers. Except as explicitly provided, neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to any such materials. Copyright © 2018 to the present, Advancing Legal Discussion & Education, Inc. ALL RIGHTS RESERVED.
(d) DMCA Policy
As ALDE asks others to respect ALDE’s intellectual property rights, ALDE respects the intellectual property rights of others. If you believe content located on or linked to by the Website violates Your copyright, you are encouraged to notify ALDE in accordance with ALDE’s Digital Millennium Copyright Act Policy. ALDE will respond to all such notices, including as required or appropriate by removing the offending material or disabling all links to the offending material.
- DISCLAIMERS; LIMITATION OF LIABILITY
(a) NO WARRANTIES.
ALDE, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES. THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALDE, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NEITHER ALDE NOR ITS LICENSORS OR SUPPLIERS WARRANTS THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM VIRUSES OR HARMFUL COMPONENTS. NEITHER ALDE NOR ITS LICENSORS OR SUPPLIERS HAS ANY LIABILITY WHATSOEVER FOR YOUR USE OF THE WEBSITE OR SERVICES.
(b) YOUR RESPONSIBILITY FOR LOSS OR DAMAGE; BACKUP OF DATA
YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD ALDE OR ITS LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.
IMPORTANTLY, YOU HEREBY ACKNOWLEDGE THAT A CATASTROPHIC DISK FAILURE OR OTHER EVENT COULD RESULT IN THE LOSS OF ALL OF THE DATA RELATED TO YOUR ACCOUNT. YOU AGREE AND UNDERSTAND THAT IT IS YOUR RESPONSIBILITY TO BACKUP YOUR DATA TO YOUR PERSONAL COMPUTER OR EXTERNAL STORAGE DEVICE AND TO ENSURE SUCH BACKUPS ARE SECURE.
(c) LIMITATION OF LIABILITY
THE LIABILITY OF ALDE AND ITS LICENSORS AND SUPPLIERS IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ALDE OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO ALDE OR ITS LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF ALDE AND ITS LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES SHALL BE $50.00. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN ALDE AND YOU. THE WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN ANY OTHER AGREEMENT BETWEEN YOU AND ALDE OR BETWEEN YOU AND ANY OF ALDE’S LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. ALDE’S LICENSORS AND SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
21. YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant that Your use of the Website and Services will be in accordance with this Agreement and any other ALDE policies, and with any applicable laws or regulations.
22. INDEMNITY BY YOU
Without limiting any indemnification provision of this Agreement, You agree to defend, indemnify and hold harmless ALDE and its officers, directors, employees, agents, affiliates, representatives, sublicensees, successors, assigns, and Industry Professionals (collectively, the “Indemnified Parties”) from and against any and all claims, actions, demands, causes of action and other proceedings (collectively, “Claims”), including but not limited to legal costs and fees, arising out of or relating to: (i) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) Your access to or use of the Website or Services; (iii) Your provision to ALDE or any of the Indemnified Parties of information or other data; or (iv) Your violation or alleged violation of any foreign or domestic, federal, state or local law or regulation; (v) Your violation or alleged violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights; or (vi) any goods or services you advertise or solicit through the Website and/or Services.
The Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify or hold harmless the Indemnified Parties. You may not settle any Claim without the prior written consent of the concerned Indemnified Parties.
23. GOVERNING LAW; JURISDICTION AND VENUE
The Website, Services, and this Agreement, including without limitation this Agreement’s interpretation, shall be treated as though this Agreement were executed and performed in Dallas, Texas and shall be governed by and construed in accordance with the laws of the State of Texas without regard to its conflict of law principles. ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, OR THIS AGREEMENT MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN ABOVE. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
(a) Binding Arbitration.
You agree that any dispute, of any nature whatsoever, between You and ALDE arising out of or relating to the Website, Services, or this Agreement, or the arbitrability of any dispute arising out of the same, shall be decided by neutral, binding arbitration before a representative of JAMS in Dallas, Texas unless You and ALDE mutually agree to a different arbitrator, who shall render an award in accordance with the substantive laws of Texas and JAMS’ Streamlined Arbitration Rules & Procedures. A final judgment or award by the arbitrator may then be duly entered and recorded by the prevailing party in the appropriate court as final judgment. The arbitrator shall award costs (including, without limitation, the JAMS fee and reasonable attorneys’ fees) to the prevailing party.
(b) Restrictions Against Joinder of Claims
You and ALDE agree that any arbitration shall be limited to each Claim individually. To the full extent under the law, (1) no arbitration shall be joined with any other arbitration; (2) there is no right for any Claim to be arbitrated on a class-action basis or to employ class action procedures; and (3) there is no right of authority for any dispute to be brought in a purported representative capacity on behalf either of the general public or any other individuals.
(c) Remedies in Aid of Arbitration; Equitable Relief.
This agreement to arbitrate will not preclude You or ALDE from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude You or ALDE from applying to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. THE PROPER VENUE FOR ANY ACTION PERMITTED UNDER THIS SUBSECTION REGARDING “EQUITABLE RELIEF” WILL BE THE FEDERAL AND STATE COURTS LOCATED IN DALLAS COUNTY, TEXAS; THE PARTIES HEREBY WAIVE ANY OBJECTION TO THE VENUE AND PERSONAL JURISDICTION OF SUCH COURTS.
(a) By ALDE
WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, ALDE RESERVES THE RIGHT TO, IN ALDE’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY USE OF THE WEBSITE AND/OR SERVICES TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR ANY BREACH OR SUSPECTED BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION.
(b) Automatic Termination Upon Breach By You
This Agreement shall automatically terminate in the event that You breach any of this Agreement’s representations, warranties or covenants. Such termination shall be automatic, and shall not require any action by ALDE.
(c) By You
You may terminate this Agreement and Your rights hereunder at any time, for any or no reason at all, by providing to ALDE notice of Your intention to do so, in the manner required by this Agreement.
(d) Effect of Termination
Any termination of this Agreement automatically terminates all rights and licenses granted to You under this Agreement, including all rights to use the Website and Services. Upon termination, ALDE may, but has no obligation to, in ALDE’s sole discretion, rescind any services and/or delete from ALDE’s systems all Your Personal Information and any other files or information that You made available to ALDE or that otherwise relate to Your use of the Website or Services. Subsequent to termination, ALDE reserves the right to exercise whatever means it deems necessary to prevent Your unauthorized use of the Website and Services, including without limitation technological barriers such as IP mapping and direct contact with Your Internet Service Provider. YOU ACKNOWLEDGE AND AGREE THAT TERMINATION OF THIS AGREEMENT WILL TERMINATE ALL OF YOUR RIGHTS IN THE PAID GOODS AND SERVICES YOU PURCHASED THROUGH THE WEBSITE, INCLUDING WITHOUT LIMITATION DIGITAL GOODS SUCH AS BADGES. YOU HEREBY AGREE THAT THERE ARE NO REFUNDS FOR PAID GOODS AND SERVICES UPON TERMINATION.
(e) Legal Action
If ALDE, in ALDE’s discretion, takes legal action against You in connection with any actual or suspected breach of this Agreement, ALDE will be entitled to recover from You as part of such legal action, and You agree to pay, ALDE’s reasonable costs and attorneys’ fees incurred as a result of such legal action. The ALDE Parties will have no legal obligation or other liability to You or to any third party arising out of or relating to any termination of this Agreement.
Upon termination, all rights and obligations created by this Agreement will terminate, except that Sections 1, 2, 4-8, 9-10, 14-26 will survive any termination of this Agreement. For clarification, termination of this Agreement will not relieve You of Your obligation to pay any fees owed ALDE.
All notices required or permitted to be given under this Agreement must be in writing. ALDE shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to ALDE, or by private message or global announcement on the Website. You agree that any notice received from ALDE electronically satisfies any legal requirement that such notice be in writing. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH ALDE IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY ALDE OF AN EMAIL TO THAT ADDRESS. You shall give any notice to ALDE by means of: mail, postage prepaid, to 6805 Main Street, Suite 403 #603, The Colony, Texas 75056.
This Agreement constitutes the entire agreement between ALDE and You concerning Your use of the Website and Services. This Agreement may only be modified by a written amendment signed by an authorized executive of ALDE or by the unilateral amendment of this Agreement by ALDE and by the posting by ALDE of such amended version. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and all of Your rights and obligations hereunder will not be assignable or transferable by You without the prior written consent of ALDE. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You and ALDE are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Except for the ALDE Parties and the Indemnified Parties as and to the extent set forth in Sections 14, 18, 22 and 24(e), and ALDE’s licensors and suppliers as and to the extent expressly set forth in Section 20, there are no third-party beneficiaries to this Agreement. You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third-party rights by You would cause irreparable injury to ALDE and ALDE’s licensors and suppliers, and would therefore entitle ALDE or ALDE’s licensors or suppliers, as the case may be, to injunctive relief. The headings in this Agreement are for the purpose of convenience only and shall not limit, enlarge, or affect any of the covenants, terms, conditions or provisions of this Agreement.