In some instances, both these Terms and a separate terms of service or guidelines document setting forth additional conditions may apply to a service or product offered via the Site (“Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise. Please also review the terms of the Site’s Privacy Policy.

 

Table of Contents

 

1. Ownership of Site Materials

2. Your License to Use Materials on Our Site

3. Copyright Agent

4. Advertisers

5. Information/Content You Submit

6. Viral Content Distribution

7. Community Usage Rules

8. Membership & Registration

9. Your Warranties

10. User Interactions and Disputes

11. Promotions

12. Third Party Links and Content

13. Linking Policy

14. Terms of Sale

15. Mobile

16. Software and Other Items Available for Download

17. Disclaimer of Warranties and Limitation of Liability

18. Indemnification

19. Term and Termination

20. Location of Site and Territorial Restrictions

21. Governing Laws; Jurisdiction; Arbitration

22. Miscellaneous

23. Modifications

 

1. OWNERSHIP OF SITE MATERIALS

 

The Site is owned by The Daughters of Sarah Unless otherwise explicitly specified, all materials that are included in or are otherwise a part of the Site (including past, present and future versions), including, without limitation: graphics; layout; text; instructions, images; audio videos; designs; advertising copy; logos; domain names; trade names; trademarks, service marks and trade identities and accompanying logos, designs and product marks); any and all copyright-able material (including source and object code); the “look and feel” of the Site; the compilation, assembly and arrangement of the materials of the Site; and all other materials related to the Site (collectively, the “Materials”) are owned, controlled or licensed by DOS, its subsidiaries or affiliates and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent, publicity and other laws, rules, regulations and international treaties.

 

The Materials may not be copied, reproduced, downloaded or distributed in any way, in whole or in part, without the express permission of DOS, unless and except as is expressly provided in these Terms. Any unauthorized use of the Materials is prohibited.

 

2. YOUR LICENSE TO USE MATERIALS ON OUR SITE

 

Subject to your strict compliance with these Terms, DOS grants you a limited, personal, non-exclusive, non-commercial, revocable, non-assignable and non-transferable license to download, view and/or play one copy of the Materials (excluding source and object code in raw form or otherwise, other than as made available to access and use via standard web browsers to enable display on your device) on any single computer for your personal, non-commercial use only, provided that: (a) you keep intact all copyright and other proprietary notices contained in the original Materials or any copy you may make of the Materials; (b) you do not use the Materials in a manner that suggests an association with any of our products, services or brands; (c) you make no modifications to the Materials; (d) you do not allow or aid or abet any third party (whether or not for your benefit): (i) to copy or adapt the object code of the Site’s software, HTML, JavaScript or other code; or (ii) reverse engineer, decompile, reverse assemble, modify or attempt to discover any source code that the Site uses to generate its web pages or any software or other products or processes accessible through the Site; and (e) you do not insert any code or product to manipulate the Materials in any way that affects any user’s experience.

 

You also agree that you will not: (a) use any robot, spider, rover, scraper, or any other data mining technology or automatic or manual process to monitor, cache, frame, mask, extract data from, copy or distribute the Materials (except as may be a result of standard search engine or Internet browser usage), nor will you (b) modify, frame, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party web site, or otherwise use the Materials in any way for any public or commercial purpose except as specifically permitted by these Terms or DOS.

 

3. COPYRIGHT AGENT

 

You may not use the Web Sites for any purpose or in any manner that infringes the rights of any third party. In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”) (full text at http://www.copyright.gov), DOS has a designated agent for receiving notices of copyright infringement and follows the notice and take down procedures of the DMCA. We have a policy of terminating the accounts of users who (in our reasonable discretion) are repeat infringers. If you believe that any content on the Site infringes your copyright, please provide our Copyright Agent with the following information:

 

(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(b) A description of the copyrighted work that you claim has been infringed;

(c) A description of where the material that you claim is infringing is located on the Site;

(d) Your address, telephone number and email address;

(e) 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; and

(f) A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are either the copyright owner or authorized to act on the copyright owner’s behalf.

 

NOTE: This contact information is for inquiries regarding potential copyright infringement only.

 

4. ADVERTISERS

 

The statements, opinions, and conclusions drawn on this Site and on linked sites are not necessarily those of the advertisers. All users of this Site acknowledge that this Site’s advertisers are not responsible for the content herein or on the aforementioned linked sites.

 

5. INFORMATION/CONTENT YOU SUBMIT

 

The Site may provide you and others with the opportunity to participate in forums, blogs, message boards, social networking, social communities and other communication functionality and may provide you with the opportunity, through such features or otherwise, to submit, post, display, transmit, perform, publish, distribute or broadcast content and materials to DOS or the Site, including, without limitation, photographs, writings, music, video, audio recordings, computer graphics, testimonials, pictures, data, questions, comments, suggestions or personally identifiable information (collectively, “User Content”).

 

Except as otherwise described in the posted Privacy Policy, or other agreement on the Site at which you provide your User Content, you agree that your User Content will be treated as non-confidential and non-proprietary and will not be returned. You agree that you either: (i) own the rights to the User Content you submit and the right to grant all of the rights and licenses in these Terms; or (ii) you have all necessary rights and licenses from the owner(s) of these rights to enter into these Terms and grant DOS these licenses. Upon DOS’s request, you will furnish DOS any documentation, substantiation or releases necessary to verify your compliance with these Terms. You also acknowledge that the Internet may be subject to breaches of security and should be aware that submissions of User Content or other information may not be secure, and you should consider this before submitting any information to DOS.

 

You grant to DOS the unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty-free right and license to host, use, copy, distribute, reproduce, disclose, sell, re-sell, sub-license, display, perform, transmit, publish, broadcast, modify, reformat, translate archive, store, cache or otherwise exploit in any manner whatsoever, all or any portion of your User Content for any purpose whatsoever in all formats; on or through any media, software, formula or medium now known or hereafter developed; and with any technology or devices now known or hereafter developed and to advertise, market and promote the same. You further agree that DOS is free to use any ideas, concepts, know-how or techniques contained in any User Content you send to the Site or DOS, for any purposes whatsoever, including, without limitation, developing, writing and publishing articles or other material and/or marketing products or services using such User Content without remuneration of any kind. You further perpetually and irrevocably grant DOS the unconditional right to use and exploit your name, persona and likeness included in any User Content and in connection with any User Content, without any obligation or remuneration to you. You also grant to DOS the right to sub-license and authorize others to exercise any of the rights granted to DOS under these Terms; and each such third party will be entitled to benefit from the rights and licenses granted to DOS under these Terms. You further authorize DOS to publish your User Content in a searchable format that may be accessed by users of the Site and the Internet. Except as prohibited by law, you waive any moral rights you may have in any User Content you submit, even if such User Content is altered or changed in a manner not agreeable to you.

 

You agree that DOS has no obligation to monitor or enforce your intellectual property rights to your User Content but has the right to protect and enforce its and its licensees’ licensed rights to your User Content, including without limitation by bringing and controlling actions in your name and on your behalf (at DOS’s cost and expense, to which you hereby consent and irrevocably appoint DOS as your attorney-in-fact, with the power of substitution and delegations, which appointment is coupled with an interest).

You further acknowledge and agree that DOS will not have any obligation to review, monitor, display, accept or exploit any User Content and DOS may, in its sole discretion, delete, move, re-format, edit, alter, distort, remove or refuse to exploit User Content without notice or liability; provided, however, that DOS reserves the right to treat User Content on any Site, or on certain portions of any Site, as content stored at the direction of users for which DOS will not exercise editorial control except, in our discretion, to enforce the rights of third parties and the content restrictions set forth below in our Community Usage Rules when violations are brought to DOS’s attention. Such User Content posted at your or other users’ direction need not, however, be maintained on the Site by us for any period of time and you will not have the right, once posted, to access, archive, maintain or otherwise use such User Content on the Site. You agree and understand that DOS is not obligated to use User Content and that you will not receive any consideration or compensation for your User Content or for any exploitation of it.

 

6. VIRAL CONTENT DISTRIBUTION

 

The Site may offer certain functionality facilitating “Viral Distribution” (defined below) of certain authorized Materials on the Site. “Viral Distribution” means the following, and for non-commercial purposes only: (a) sending certain Materials authorized for Viral Distribution to friends, acquaintances at no charge by e-mail or other forms of digital delivery; (b) reproducing copies of Materials authorized for Viral Distribution for personal use; and (c) posting and displaying a copy of Materials authorized for Viral Distribution on a personal web site or on a third party web site that permits posting of content at the direction of users subject to its terms and conditions, provided that such third party web site does not charge for access to the Materials or associate products, services or advertising with the Materials authorized for Viral Distribution.

 

You agree to include, and not remove or alter, DOS’s trademark, copyright or other proprietary rights notices, as provided by DOS on the Site and within digital content used to display any Materials authorized for Viral Distribution and you agree to comply with any Viral Distribution usage guidelines that may be provided by DOS from time to time. DOS does not encourage or reward you for Viral Distribution and you agree not to engage in spamming or other unlawful or controversial behavior in connection with any Viral Distribution tools made available on or through the Site.

 

7. COMMUNITY USAGE RULES

 

As a user of the Site, you agree that these Community Usage Rules (“Rules”) are here to help you understand the conduct that is expected of members of the ebony.com online communities (“Community”). Your participation in the Community is subject to all the Terms, including these Rules. Please follow these Rules as you upload any User Content, comment, reply, and create forum discussions with other members of the Community:

• 18 and older only please. Community members must be 18 years and older with no exceptions. Membership through our registration process and agreement to these Terms is required to participate in the Community.

 

• User Content must be yours please. All User Content must be original with you, not copied from someone else’s work, and you must have all rights in the User Content; OR, all persons who contributed in any way or have any rights to your User Content or otherwise appear in the User Content have given you permission to upload and distribute the User Content on the Site and elsewhere.

 

• No pictures or images of anyone but you and your friends and family. If you choose to upload photos to the Site, link to embedded videos, or include other images of real people, make sure they are of you or of you and someone you know – but only with their express permission to post it.

 

• Don’t upload third party materials. Your User Content should not contain any visible logos, phrases or trademarks or other third party materials. Do not use any User Content that belongs to other people and pass it off as your own. This includes any content that you might have found elsewhere on the Internet.

 

• Do we hear music? Your User Content may not contain any music unless the work and performance is original with you and/or you have all rights to the musical work (including any performances). No jingles, sampling or otherwise.

 

• Keep it relevant. Your User Content should relate to the content on the Site, including beauty, love, style, music, video and news and should be intended to add to the discussion and community on the Site – it should not include irrelevant topics or postings.

 

• Please follow codes of social decency. Express yourself with non-offensive individual self-expression. Be respectful of others opinions and comments so we can continue to build a Community for everyone to enjoy. If you think your User Content might offend someone, chances are it probably will and it doesn’t belong on the Community. Cursing, harassing, stalking, posting insulting comments, personal attacks, gossip or similar actions are prohibited.

Your User Content may not threaten, abuse or harm others. Your User Content may not include any negative comments that are connected to race, national origin, gender, sexual preference or physical handicap or that are defamatory, slanderous, indecent, obscene, pornographic or sexually explicit.

 

• Do not use the Community for commercial purposes. Your User Content may not advertise or promote a product or service. You may not use your User Content to raise money for anyone or for a pyramid or other multi-tiered marketing scheme.

 

• Do not upload User Content that is inappropriate or illegal. Your User Content may not promote any illegal activity. If someone could go to jail for taking action suggested by your User Content, don’t upload or post it. If you do upload or post User Content that is illegal or in violation of applicable law, we reserve the right to take action that we deem appropriate, in our sole discretion, including reporting you to the proper governmental authorities.

 

• No violence. Your User Content may not promote violence or describe how to perform a violent act.

 

• Be honest and do not misrepresent yourself or your User Content. Do not impersonate any other person, user or company or upload or post User Content that you know is false, fraudulent, deceptive, inaccurate, misleading or that misrepresents your identity or affiliation with a person or company. If you have received any free products/services, or anything else of value for your comments about a product or service, disclose this in your User Content.

 

• Others are watching. We hope that you will use the Community to exchange information and content and have discussions with other members.

 

However, please remember that the Community is a public forum and User Content that you post on the Community will be accessible and viewable by other users. Do not post personal information (e.g. full name, password, phone number, address, e-mail address or other personally identifiable information or contact information)

 

• Don’t share other people’s personal information. Your User Content may not reveal another person’s address, phone number, e-mail address, credit card number or any information that may be used to track, contact, or impersonate that individual or that is extremely personal in nature.

 

• Don’t damage the site or anyone’s computers. User Content may not upload viruses, Trojan horses, spyware or any other technologies that could impact the operation of the Site or any computer system.

 

We reserve the right, in our sole discretion, to remove or disable content that is flagged by users as inappropriate or any content that we find, in our sole discretion or violates these Rules or any other Terms, or that we otherwise find objectionable.

We reserve the right to disable or otherwise terminate the user accounts of users that we determine to be in violation of these Rules or any other of the Terms, or that post content which is repeatedly flagged by users as inappropriate.

 

8. MEMBERSHIP & REGISTRATION

 

Certain areas of the Site may require registration or may otherwise ask you to provide information to participate in certain features or access certain Materials or User Content. The decision to provide this information is purely optional; however, if you elect not to provide such information, you may not be able to access certain Materials or User Content or participate in certain features of the Site. When you provide information to the Site, you agree to provide only true, accurate, current and complete information.

 

If you register with us, you agree to accept responsibility for all activities that occur under your account or password, if any, and you agree you will not sell, transfer or assign your membership or any membership rights. You are responsible for maintaining the confidentiality of your password, if any, and for restricting access to your computer (or other Internet access device, as applicable) so that others may not access the password protected portion of the Site using your name in whole or in part. DOS reserves the right to terminate your account or otherwise deny you access in its sole discretion without notice and without liability.

 

9. YOUR WARRANTIES

 

You represent and warrant that: (i) you are at least eighteen (18) years of age and you have the legal right and capacity to enter into these Terms in your jurisdiction and to comply with these Terms or, if you are a minor, your parent or legal guardian has read and agreed to these Terms on your behalf; (ii) all information you provide to DOS is accurate and complete; (iii) you hold and will continue to hold all rights necessary to enter into and perform your obligations under these Terms. You also agree that you will be responsible for obtaining and maintaining all Internet, computer hardware and other equipment needed for access to and use of the Site and you will be responsible for all charges related thereto.

 

10. USER INTERACTIONS AND DISPUTES

 

You are solely responsible for your interaction with other users of the Site, whether online or offline. We are not responsible or liable for the conduct of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others, when you submit or post any personal or other information, and in all other online activities.

 

11. PROMOTIONS

 

The Site may contain or offer sweepstakes or other promotions, which may be governed by a separate set of rules that describe the sweepstakes or promotion and may have eligibility requirements, such as certain age or geographic area restrictions. It is your responsibility to read those rules to determine whether or not your participation, registration or entry will be valid and to determine the requirements of you in connection with the applicable sweepstakes or promotion.

 

12. THIRD PARTY CONTENT AND LINKS

 

(a) Links to Third Party Sites. This Site contains links to other web sites that we do not own (“Third Party Sites”). Links to Third Party Sites are provided solely as a convenience to you and do not constitute any endorsement or sponsorship by DOS of the Third Party Sites or the information, content, products, services, advertising or other materials provided or made available on or through such sites, or the owners, operators or sponsors of such sites. You acknowledge and agree that we are not responsible or liable, directly or indirectly, in connection with your use of any Third Party Sites or for any information, content, products, services, advertising or others materials provided or made available on or through such sites.

 

(b) Third Party Content. We may make content provided by a third party, such as articles or blog posts, available on the Site. Any views expressed in such third party content are attributable to the author of the applicable content and should not be attributed to DOS.

 

13. LINKING POLICY

 

DOS grants you the revocable permission to link to the Site; provided, however, that your website, or any third party web sites that link to the Site: (a) may only link to the Site’s home page unless DOS has provided prior, written consent to link to other pages; (b) must not frame or create a browser or border environment around any of the Materials on the Site or otherwise mirror any part of the Site; (c) must not imply that DOS or the Site is endorsing or sponsoring it or its products, unless DOS has given it prior written consent; (d) must not present false information about, or disparage, tarnish, or otherwise, in DOS’s sole opinion, harm DOS or its publications or services; (e) must not use any DOS trademarks without the prior written permission from DOS; (f) must not contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable (in DOS’s sole opinion); and (g) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms. By linking to the Site, you agree that you do and will continue to comply with the above linking requirements.

 

Notwithstanding anything to the contrary contained in these Terms, DOS reserves the right to prohibit linking to the Site for any reason in our sole and absolute discretion even if the linking complies with the requirements described above.

 

14. TERMS OF SALE

 

To the extent commerce applications are included within, or offered on the Site, they will be governed by Additional Terms and any terms of sale that are posted therewith.

 

15. MOBILE

 

The Site may offer features and services that are available to you via your mobile phone. These features and services may include, without limitation, the ability to upload content to the Site, receive messages from the Site, download applications to your mobile phone or access Site features (collectively, the “Mobile Features”). We may charge for Mobile Features and these charges will be disclosed prior to completion of registration for the Mobile Feature. Also, standard messaging, data and other fees may be charged by your carrier. Fees and charges will appear on your mobile bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your carrier or mobile device. Contact your carrier with questions regarding these issues. As applicable, instructions regarding how to opt-out of Mobile Features will be disclosed in connection with Mobile Features. The instructions will typically require you to text a keyword (e.g., “STOP,” “CANCEL,” “END,” “UNSUBSCRIBE,” “QUIT,” etc.) to the applicable shortcode for the Mobile Feature.

 

You agree that the Mobile Features for which you are registered may send communications to your mobile device regarding DOS or other parties. Further, we may collect information related to your use of the Mobile Features. If you have registered for Mobile Features, you agree to notify DOS of any changes to your mobile number and update your account(s) on the Site to reflect this change.

 

16. SOFTWARE AND OTHER ITEMS AVAILABLE FOR DOWNLOAD

 

Any items that we make available for download or use from the Site and/or our servers (the “Downloadable Items”) are the copyrighted work of DOS or its licensors or suppliers. Your use of the Downloadable Items may be governed by Additional Terms, which may be included with the Downloadable Items. Please carefully read any Additional Terms to determine the full extent of conditions governing the use of such Downloadable Items. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE DOWNLOADABLE ITEMS TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT APPLICABLE TO SUCH DOWNLOADABLE ITEMS. Note that if you install certain applications that may be available via the Site, you consent to the download of software to your computer and accept these Terms and any Additional Terms related to such application.

 

17. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

 

THE SITE, INCLUDING, WITHOUT LIMITATION, THE MATERIALS, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, “WITH ALL FAULTS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. DOS, IT AFFILIATES, LICENSORS AND VENDORS, AND ANY OF ITS SUBSIDIARIES, PARENTS, AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, MEMBERS, AGENTS, REPRESENTATIVES, LICENSORS, VENDORS AND CONTRACTORS (COLLECTIVELY, THE “DOS PARTIES”), HEREBY EXPRESSLY DISCLAIM ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, CUSTOM, TRADE, QUIET ENJOYMENT, AND ACCCURACY OR COMPLETENESS OF CONTENT. THE DOS PARTIES DO NOT REPRESENT OR WARRANT THAT THE SITE WILL BE AVAILABLE OR THAT YOUR USE OF THE SITE WILL BE TIMELY, UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SITE (OR THE SERVER THAT MAKES IT AVAILABLE) IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR OWN RISK.

 

THE DOS PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, ECONOMIC, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY, DIRECTLY OR INDIRECTLY, TO THE SITE OR THE MATERIALS, OR YOUR USE OF THE SITE OR THE MATERIALS (INCLUDING, WITHOUT LIMITATION, CLAIMS RELATED TO USER CONTENT POSTED ON THE SITE, OR THE SECURITY OF YOUR PERSONAL INFORMATION), EVEN IF SUCH DAMAGES ARE FORESEEABLE OR EVEN IF THE DOS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE DOS PARTIES ARE NOT RESPONSIBLE FOR ANY DAMAGE TO ANY USER’S COMPUTER, HARDWARE, SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY, INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE, OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, AND YOU ARE SOLELY RESPONSIBLE FOR ANY REPAIR, REPLACEMENT, SERVICE OR OTHER COSTS.

 

YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH ANY PORTION OF THE SITE OR THE MATERIALS IS TO STOP USING THE SITE AND THE MATERIALS, AND IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY TO THE DOS PARTIES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) EXCEED TEN DOLLARS (U.S. $10).

 

YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE, AT THIS TIME, UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN IMPLIED WARRRANTIES AND/OR CERTAIN DAMAGES. THEREFORE, SOME OF THE ABOVE DISCLAIMERS, EXCLUSIONS AND/OR LIMITATIONS MAY NOT APPLY TO YOU.

 

18. INDEMNIFICATION

 

You agree to defend, indemnify and hold the DOS Parties harmless from and against any and all claims, damages, costs, investigations, liabilities, judgments, settlements and expenses, including attorneys’ fees, that directly or indirectly arise from or are otherwise directly or indirectly related to: (a) User Content; (b) your use of the Site or activities in connection with the Site; (c) your breach or anticipatory breach of these Terms; (d) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (e) information or material transmitted through your computer, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or defames any person; (f) any misrepresentation made by you; or (g) the DOS Parties’ use of your information. DOS reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (in this case, you will cooperate as fully required by the DOS Parties in the defense of any claim), and you will not in any event settle any claim without the prior written consent of a duly authorized employee of DOS.

 

19. TERM AND TERMINATION

 

DOS reserves the right to terminate your access to and use of the Site in its sole discretion, without notice and liability, including, without limitation, if DOS believes your conduct fails to conform with these Terms. DOS also reserves the right to investigate suspected violations of these Terms, including, without limitation, any violation arising from any e-mails you send to the Site or DOS. Any violation of these Terms may be referred to law enforcement authorities.

 

Upon termination of your access to the Site, or upon demand from DOS, all rights granted to you under these Terms will cease immediately, and you agree that you will: (a) immediately discontinue use of the Site; (b) destroy all Materials obtained from the Site and all related documentation; and (c) as applicable, pay any amounts owed to DOS in full within thirty (30) days from the date of such termination and continue to pay any other amounts owed under these Terms.

 

20. LOCATION OF SITE AND TERRITORIAL RESTRICTIONS

 

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject DOS to any registration requirement within such jurisdiction or country. DOS controls and operates the Site from offices located in the United States and makes no representations or warranties that the information, products or services contained on the Site are appropriate for use or access in other locations. Anyone using or accessing the Site from other locations does so on their own initiative and are responsible for compliance with United States’ and local laws regarding online conduct and acceptable content, if and to the extent such local laws are applicable. We reserve the right to limit the availability of the Site and/or the provision of any content, program, product, service or other feature described or available thereon to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such content, program, product, service or other feature that we provide.

 

21. GOVERNING LAWS; JURISDICTION; ARBITRATION

 

We operate the Site from within the United States. Information contained on the Site may not be appropriate or available for use in other locations, and accessing or viewing the Site in territories where the content may be illegal is prohibited. If you access or view the Site from other locations you do so, on your own initiative and you are solely responsible for compliance with any applicable local laws. The Terms shall be governed by, construed and enforced in accordance with the internal laws of the United States and the State of New York governing contracts entered into and to be fully performed in the State of New York (i.e., without regard to conflict of law’s provisions) regardless of your location. The parties specifically disclaim any application of the Convention on Contracts for the International Sale of Goods.

Except with respect to the protection and enforcement of the intellectual property rights of the DOS Parties and their rights to seek and/or obtain injunctive or equitable relief, any claim, cause of action or proceeding arising out of or relating to the Terms or the Site shall be resolved by mandatory, binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) as supplemented by AAA’s Supplementary Procedures for Consumer-Related Disputes. Any such claim, cause of action or proceeding shall be arbitrated on an individual basis and without resort to any form of class action. The arbitration shall be conducted in New York, and the Federal Arbitration Act, and not any state law concerning arbitration, shall apply. Any cause of action or claim you may have with respect to the Site must be commenced within one year after such claim or cause of action arises. The arbitration award shall be final and exclusive, and the prevailing party in the arbitration may file an action in court to confirm and to enforce the arbitration award. Any such action, or any claim, cause of action or proceeding not subject to arbitration as set forth in this section, shall be filed and adjudicated in a state or federal court in New York, and all parties agree to submit to the personal jurisdiction of those courts. You irrevocably waive any rights to seek and/or obtain injunctive or other equitable relief and any defense of forum non conveniens. Should either party pursue any other judicial or administrative action with respect to any matter included within the scope of this binding arbitration provision, the responding party will be entitled to recover its costs, expenses and attorneys’ fees incurred as a result of such action.

 

22. MISCELLANEOUS

 

The failure of DOS to act with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit DOS’s rights with respect to such breach or any subsequent breaches. No waiver by DOS of any of these Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of DOS. Neither the course of conduct between the parties nor trade practice will act to modify these Terms. DOS may assign its rights and duties under these Terms to any party at any time without any notice to you. These Terms may not be assigned by you without DOS’s prior written consent. If any provision of these Terms will be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. The Section titles are inserted only as a matter of convenience and have no legal or contractual effect. You agree that these Terms will not be construed against DOS by virtue of having drafted them.

 

23. MODIFICATIONS

 

DOS reserves the right to modify or add to these Terms at any time without prior notice (“Updated Terms”). You agree that we may notify you of the Updated Terms by posting them on this site so that they are accessible via a link on the home page, and that your use of the Site after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms before using the Site. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Site from that point forward.