The Moto Academy
TERMS OF USE
Last updated: June 12, 2021
These terms of use, including the Company Privacy Policy, Cookie Policy, and the Privacy Notice for California Residents (hereinafter, the “Terms”) govern your access to and use of the website https://club.themotoacademy.com and all other smartphone applications, desktop software, software as a service, and other Internet-based services operated by or under control of the Company (the “Website”), and associated Company Content (as defined below) (collectively, the “Service”), and constitute the entire, complete, and binding agreement between you and Company (as defined below) with respect to the Service. The offer of the Service to you is conditioned upon your acceptance of these Terms.
Subify, a LLC company (“Company”), owns and operates the Service. The terms “we”, “us” and “our” also refer to Company. The term “you” refers to the person visiting this Website.
BY USING THE SERVICE FOR ANY PURPOSE, WITH OR WITHOUT AN ACCOUNT (AS DEFINED BELOW) AND FROM ANY DEVICE AND LOCATION, YOU REPRESENT THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS; YOU MEET THE ELIGIBILITY REQUIREMENTS DESCRIBED BELOW; AND, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AS THEY APPEAR ON EACH RESPECTIVE DATE THAT YOU USE THE SERVICE. IF YOU DO NOT ACCEPT ANY PART OF THESE TERMS, YOU ARE NOT ALLOWED TO ACCESS OR USE THE SERVICE IN ANY WAY. PLEASE ASK US ANY QUESTIONS YOU MAY HAVE BY WRITING AN EMAIL TO: club@themotoacademy.com.
WHO MAY USE THE SERVICE
Age Requirement
By accessing or using the Service, you represent that you are at least 18 years of age and have full legal capacity. If you are under 18 years of age, you may NOT use the Service. The Service is strictly for your personal, non-commercial use unless you enter into a separate agreement with us for your commercial use. You may not use the Service if we have previously banned you.
No Criminal Record
By registering to use, or using the Service, you represent to us that you have never been convicted of a felony and have never been required to or are not currently registered as a sex offender with any government entity.
LOCATION; CHANGES
Location
The Service is provided to and accessed by users solely at our business location in Dorado County, Puerto Rico, United States (the “Business Location”). You agree that, by accessing and using the Service, or any part thereof, you are choosing of your own volition to accept to be bound by these Terms and that you are availing yourself of the Service at the Business Location. The Company makes no representations or warranties that the Service or any of its contents are appropriate or available for users accessing the Service at the Business Location from any location outside the United States. BEFORE YOU ATTEMPT TO ACCESS THE SERVICE FROM ANY LOCATION OUTSIDE THE UNITED STATES, BE AWARE THAT THE SERVICE MAY CONTAIN CONTENT OR LINKS TO PRODUCTS AND SERVICES THAT ARE NOT AVAILABLE, OR THAT ARE PROHIBITED, IN THE LOCATION OUTSIDE THE UNITED STATES; AND THAT YOU THEREFORE ACCESS THE SERVICE SOLELY AT YOUR OWN RISK.
Changes
We reserve the right to modify, amend, or otherwise change these Terms, in whole or in part, at any time and at our sole discretion. Such changes to the Terms will take effect as of the “Last updated” date stated at the beginning of these Terms. Each time you access the Service, you agree to be bound by the most current version of the Terms. However, it is ultimately your responsibility to review the Terms for any changes before using the Service. You may not change any elements of the Terms without our prior written consent. By continuing to use the Service, you thereby consent to any and all updates to the Terms.
HOW YOU MAY USE THE SERVICE
Limited License to Use the Service
You may only use the Service as expressly permitted by these Terms. All rights not expressly granted to you are reserved by Company, its third-party providers and other respective owners, if any.
Subject to all conditions, restrictions, and eligibility requirements described herein, we grant you a limited, non-transferrable, non-exclusive, royalty-free, worldwide, revocable license to access and use the Service for your own lawful, personal and non-commercial purposes. This license is not a sale and does not grant any ownership right, title, interest, or any other rights in the Service. If you breach any of these Terms, the above license will terminate automatically.
User Accounts
To access the full features of the Service, you will need to create a user account (an “Account”).
Account Registration and Password. You may create an Account by
[either registering with a new user name and password]
. You may not have more than one user account or profile, nor may you apply to open an alternative account if your Account is suspended, restricted, or terminated for any reason. By creating an Account and profile containing your information, you give us and all users of the Service the ability and right to view your profile and all other content that you ever write, publish, or submit through our Service. For more information regarding the information we collect from you and how we use it, please consult our Privacy Policy.
Responsibility for Your Account. You are solely responsible for your Account. So long as you have an Account on the Service, you agree to safeguard your login credential and to supervise and take full responsibility for any use of and activity on your Account by you or anyone other than you (whether authorized by you or not), which includes all content that can be linked or traced back to your Account, as well as any communications you have with other users. You agree to immediately notify us of any unauthorized use of your Account, password, or profile and to report a lost or stolen Account to us at: club@themotoacademy.com.
YOU ACKNOWLEDGE AND AGREE THAT: (1) NONE OF THE COMPANY OR ANY AFFILIATES OR PARTNERS OF THE COMPANY WILL HAVE ANY LIABILITY TO YOU OR OTHERS FOR ANY UNAUTHORIZED TRANSACTIONS MADE USING YOUR ACCOUNT; AND (2) THE UNAUTHORIZED USE OF YOUR ACCOUNT OR PASSWORD COULD CAUSE YOU TO INCUR LIABILITY TO ONE OR MORE OF THE COMPANY AND OTHER USERS OF THE SERVICE.
Limited Commercial Use. You may NOT use any information obtained from the Service to advertise to, solicit, or sell to any other user without his or her prior explicit consent. The Company may investigate and take any available legal action in response to illegal or unauthorized uses of the Service, including collecting information of users by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of or linking to the Service.
Account Disablement. You may disable your Account at any time, for any reason, by sending us an email at club@themotoacademy.com.
The Company also reserves the right to terminate, restrict, or suspend your Account at any time with or without notice if we believe that you have breached these Terms, or for any other reason, with or without cause, at our sole discretion. The Company is not required to disclose, and may be prohibited by law from disclosing, the reason for the termination or suspension of your Account. If your Account is terminated for any reason, all of these Terms will survive such termination.
Information About You and Your Account
We may receive, gather, collect, retain, disclose, and otherwise use, certain personally-identifying and other information about you in a manner governed by our Privacy Policy and Cookie Policy. Company may use such information without monetary compensation to you. If you want to use certain features of the Service, you may have to provide information such as your
[full name, email address, company (optional), shipping address, telephone number, payment information, and billing address].
You are solely responsible for the safekeeping of your information, and you agree to supervise and take full responsibility for any use of your information by you or anyone other than you (whether authorized by you or not). YOU ACKNOWLEDGE AND AGREE THAT: (1) NONE OF COMPANY OR ANY AFFILIATE OR PARTNER WILL HAVE ANY LIABILITY TO YOU OR OTHERS FOR ANY UNAUTHORIZED TRANSACTIONS MADE USING YOUR INFORMATION; AND, (2) THE UNAUTHORIZED USE OF YOUR INFORMATION COULD RESULT IN LIABILITY TO COMPANY.
Restrictions on Your Use of the Service
You agree that you will NOT use the Service, or any portion(s) thereof in any way not expressly permitted by these Terms or in any way that violates the governing law or any other applicable local, state, national and international laws and regulations of your residence and location; and that if you do, we reserve the right to terminate your access to and use of the Service, and you may be subject to various liabilities under the applicable laws. Specifically, you represent, warrant, and agree that unless expressly stated otherwise in these Terms, you will NOT:
use the Service in a way that violates any law or infringes the rights of any person;
use the Service to sell access to the Service, gain advertising or subscription revenues, or collect, data-mine, or harvest personally identifiable information for your profit;
act as an agent, affiliate, or representative of Company or the Service;
suggest or imply that Company or the Service has any relationship or affiliation with any other company or services, or that Company endorses, sponsors, or recommends the contents, products or services on any website, webpage, or other platform;
modify, translate, adapt, edit, transform, or otherwise create derivative works of or from any part of the Service;
circumvent, hack, disable, decompile, reverse-engineer, DDOS attack, password sniff, inject malicious code into, or interfere in any way with security-related features, robot-exclusion headers, technical measures, algorithms, source code, or digital rights management tools that restrict or limit use or copying of the Service;
impose, in our opinion, an unreasonable or disproportionately large burden on our infrastructure;
deep-link to any portion of the Service for any purpose;
frame, mirror, or otherwise incorporate any part of the Service into any other website, webpage, mobile application, product, or service unless you have Company’s express permission to do so;
post, publish, or transmit any one or more of the following on the Service:
Virus, Trojan horse, worm, malware, or other malicious code
Robot, spider, scraper, crawler, avatar, offline reader, intelligent agent, or other automated means or any manual process for any purpose
Junk-mail, chain letter, phishing message, mass mailing, SPAM, or WAREZ
Illegal, infringing, pirated, or plagiarized content
Vulgar, obscene, sexual, erotic, pornographic, or otherwise inappropriate content
Racially, ethnically, or otherwise discriminatory language
Defamatory, false, fraudulent, or otherwise untruthful language
Inaccurate or unlawful language, or language in violation of the rights of third parties
Harassing, intimidating, stalking, hateful, or threatening language
Online vandalism
Impersonation or identity theft of another person
False or intentionally misspelled names
Invasion of another person’s privacy rights
Additionally, you acknowledge and agree that you (and not Company) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, software and services needed for you to access and use the Service, and paying all charges related thereto.
Acknowledgements
You acknowledge and accept that despite the security measures Company takes in connection with the Service may nonetheless become compromised, including without limitation, by hackers, Internet viruses, malware, worms or Trojan horses, or the like. Under such circumstances, Company may take corrective action as it deems appropriate in its sole discretion and Company shall have no liability to you for any damage or loss that you may incur due to such corrective action.
Company does not recommend the use of the Service for hosting or storing personal or sensitive content and shall bear no responsibility or liability in the event of compromise, loss of, or damage to, any such content.
CONTENT
Definition of Content
“Content” is defined herein as any piece of information available on or transmitted through the Service, including, without limitation, the following types of information: ideas, data, text, tags, script, posts, messages, comments, questions, slogans, newsletters, descriptions, pricing, tables, statistics, rankings, ratings, reviews, lists, maps, spreadsheets, models, pictures, photographs, presentations, drawings, graphics, logos, designs, brands, images, buttons, icons, widgets, interfaces, applications, application programming interfaces (“APIs”), software, source code, object code, digital files, compilations, compositions, sounds, sound recordings, audio clips, music, jingles, spoken word, performances, speeches, audio-visual works, interactive works, games, video games, movies, films, shows, videos, video clips, commercials, infomercials, advertisements, and all other materials, features and functions that is available on or through the Website, or any other content through the Website that is copyrighted and/or trademarked work of the Company.
You are Responsible for Your Content
You are solely responsible for the Content that you post, upload, publish, link to, transmit, record, display or otherwise make available (hereinafter, “Post”) on the Service or transmit to other users, including text messages, chat, videos (including streaming videos), photographs, or profile text, whether publicly posted or privately transmitted. You may not Post as part of the Service, or transmit to the Company or any other user (either on or off the Service), any offensive, inaccurate, incomplete, abusive, obscene, profane, threatening, intimidating, harassing, racially-offensive, sexually-explicit, or illegal material, or any material that infringes or violates another person’s rights (including intellectual property rights, and rights of privacy and publicity).
Ownership and License of Your Content
With respect to your original or proprietary Content that you Post or create on the Service, you will retain all rights, title, and ownership interests to that Content. You hereby agree that the Company will automatically be granted a worldwide, perpetual, non-exclusive, sublicensable, transferrable and royalty-free license to that Content when it is first uploaded to or created on the Service. If any of your Content is modified or deleted by you or by the Company, you understand that prior versions of such modified or deleted Content will continue to be licensed to and freely used by the Company in such earlier form, and may persist in backup copies for a reasonable period of time (but that following modification or removal, we will not make them available publicly on the Service) or may remain with users who have previously accessed and downloaded such prior versions of your modified or deleted Content. You also hereby grant the Company a worldwide, perpetual, non-exclusive, sublicensable, transferrable and royalty-free license to use your name, profile information, biography, photograph, and likeness in connection with such Content. You acknowledge that we may choose to use and reuse the Content in any way, with or without attribution, and at our sole discretion. You agree that this license also includes the right for the Company to make your Content available to others for the publication, display, distribution, transmission, performance, syndication, or broadcast through any media and online platforms. Such additional uses by the Company or others may be made with no monetary or other compensation. We may modify, adapt, or create derivative works from your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media.
Monitoring and Takedown of Your Content
You understand and agree that the Company may, but is not obligated to, monitor or review any Content Posted on the Service. The Company may also delete any Content, in whole or in part, that in the sole judgment of the Company violates these Terms or may harm the reputation of the Service or the Company.
Other Users’ Content
Please use caution and common sense when using other users’ content you may find on the Service. It is possible that you may be of the opinion that Content originating from other users on the Service is offensive, harmful, inaccurate, or deceptive to you. You understand and agree that you may only use the Service at your own risk and that you will not seek to hold us liable in any manner for Content provided or created by other users.
Conduct of Other Users
The Company is not responsible for your conduct or the conduct of any other user of the Service. In no event will the Company, our affiliates, partners, or agents be liable (directly or indirectly) for any losses or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Service including, without limitation, death, bodily injury, emotional distress, and/or any other damages.
Background Checks
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. YOU UNDERSTAND THAT THE COMPANY CURRENTLY DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS OR SCREENINGS ON ITS USERS. THE COMPANY ALSO DOES NOT INQUIRE INTO THE BACKGROUNDS OF ALL OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS. THE COMPANY RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES), AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS.
Content of the Company or Our Affiliates
All Content not originating from you or another user of the Service is owned by either the Company or our affiliate(s) or licensor(s), and we reserve the right to change or remove such Content from the Service without any reason or notice to you. You may NOT reproduce any Content you found on the Service into other websites or platforms without obtaining our prior written consent.
FEES
We may charge monetary fees for various premium features and services that we offer, and we will notify you of those charges at the time that we offer you the premium features or services. We may in our sole discretion, and by notifying you on our Website, begin charging for access to our Website and other features and services, and we may, in our sole discretion, add, remove or change the features and services we offer or the fees (including the amount or the type of fees) we charge at any time. If we introduce a new service or charge a new fee, we will establish and notify you of the fees for that service at the launch of the service or start of charging a new fee. If we notify you of any new fees or changed fees for an existing feature(s) on the Service, and you agree to continue using such feature(s) under the new payment terms as offered, you may opt-in to pay all such fees along with all applicable taxes for your continued use of the feature(s) or promotion(s). Failure to pay these fees will result in the termination of your paid Service. We are not responsible for any charges or expenses you incur resulting from being billed by us in accordance with these Terms, such as charges for overdrawn accounts or exceeding account limits.
ELECTRONIC COMMUNICATIONS
This section does not apply to information supplied by you to the Service that can identify you personally. Company believes in protecting your privacy. Please visit our current Privacy Policy, which also governs your use of the Service, to understand our practices.
If you send or transmit any communication, including but not limited to feedback, questions, comments or suggestions to Company, whether by letter, email, telephone, through the contact form on our Website, or otherwise (collectively, “Feedback”), all such Feedback is, and will be treated as non-confidential and non-proprietary. You hereby assign to Company all right, title, and interest in, and Company is free to use, without any attribution or compensation to you, any ideas, concepts, know-how or techniques or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to enhancing the Service, or otherwise developing, manufacturing, licensing, marketing and selling products and services based on or containing such Feedback. You also understand and agree that Company is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution. Company may use aggregated and statistical data derived from Website usage.
LINKS
Links to Third-Party Websites
The Service may contain links and advertisements to other websites, webpages, smartphone applications, services, products, and other resources. Company has no control over such third party websites or resources, and you acknowledge and agree that we are not responsible for the availability of such websites, webpages, services, products, or resources, and do not endorse and are not responsible or liable for any information, content, advertising, products, or other materials on or available therefrom. You also acknowledge and agree that Company will not be held responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or resource. Moreover, your correspondence and business dealings with other third parties found on our or through the Service, including payment and delivery of any advertised goods or services (and any other terms, conditions, warranties or representations associated with such dealings) are solely between you and such other user or third party. You agree that Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such users or other third parties on our Website.
Links From Third-Party Websites to Company Website
Unless we provide you with written consent giving you broader rights to link or advertise the Service on third party websites, you may only link or hyperlink to the Service elsewhere on the Internet and World Wide Web for non-commercial purposes. In doing so, you may NOT use any of our trademarks or trade names except in a plainly descriptive manner.
You may link to the Service only in compliance with these Terms, and only in the following instances:
The link does not reproduce the Company Content, totally or partially, in any way;
The link does not contain false, inaccurate or incorrect statements about Company or the Service, in particular, statements that imply that Company in any way authorizes or approves the provision of the link, or the products or services of the third-party where the link is provided;
The look and feel of all Company Content that accompanies the link or is on the same page as the link (for example, the entire article in which the link appears, even if it is not all on the same page as the link) shall not otherwise be of a nature that may damage or dilute the goodwill associated with Company’s name, reputation or any of its trademarks, trade names or service marks, as determined by Company in its sole discretion; and,
The third-party websites or resources where you link the Service do not contain or promote illicit, illegal, vulgar, obscene, sexual, erotic, pornographic, degrading, or otherwise inappropriate content, or racially, ethnically, or otherwise inappropriately discriminatory language as determined by us in our sole discretion.
We may revoke our consent to a link at any time, without prior notice. If we notify you that you may no longer link to the Service, or to a page or document, you must promptly (and, in any event, within 3 business days) remove all affected links from your website.
INTELLECTUAL PROPERTY RIGHTS
Any trademarks and service marks, trade names, trade dresses, copyrighted works of authorship, rights of publicity, patents, know-how, trade secrets, and proprietary ideas that are displayed, performed, transmitted, or otherwise appearing on the Service (collectively, the “IP”) are owned by Company, licensed to Company, or used by Company in a merely descriptive manner, under the fair use doctrine, under the first-sale doctrine, by virtue of being in the public domain, or in accordance with another legal exception or exemption. Other than as expressly allowed by us in writing, nothing herein or in the Service may be implied as granting any license, assignment, or right to copy or use of our trade name or any of our IP without our prior written authorization. Any unauthorized reproduction or distribution of the Service or Company Content that you do not own, or parts thereof, is expressly prohibited and may result in civil litigation, damages, injunctive relief and possibly even criminal penalties under law. Please inform us if you become aware of any infringement or violation of intellectual property rights, by emailing us at: club@themotoacademy.com.
INDEMNIFICATION
You agree to defend, indemnify, reimburse, and hold harmless Company as well as its shareholders, officers, employees, agents, advisors, subsidiaries, affiliates, assignors and licensors from and against any and all claims, causes of action, actions, demands, liabilities, damages, losses, fines, penalties, costs and expenses of any kind, and settlements including without limitation, attorney, paralegal, expert witness, investigation, and accounting fees, arising out of, relating to or in connection with: (i) your use (or misuse) of and access to the Service, (ii) your breach of any provision in these Terms, (iii) any of your representations or warranties made herein, (iv) your violation of any applicable law, rule or regulation, or rights of any third party, (v) any claim that any information that you provide to Company in connection with the Service, including your Content, caused damage to, infringed upon, misappropriated or otherwise violated the rights of any third party, including infringement, misappropriation or other violation of third-party intellectual property rights, or violation of any right of privacy or publicity; and/or (vi) any dispute that you have with any third party relating to or in connection with the Service. We may, but are not required to assume the exclusive defense and control of any action to which Company is named a party, and you agree to cooperate with us in asserting any available defenses we find appropriate. NOTHING STATED IN THESE TERMS SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS.
DISCLAIMERS AND LIMITATION OF LIABILITY
THE WEBSITE AND THE CONTENT PUBLISHED WITHIN THE WEBSITE MAY INCLUDE INACCURACIES OR ERRORS. COMPANY DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, TIMELINESS, SECURITY, AVAILABILITY OR INTEGRITY OF THE SERVICE, AND DISCLAIMS ALL LIABILITY FOR ANY ERRORS OR OTHER INACCURACIES RELATING TO THE SERVICE. COMPANY MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE SERVICE, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR OPERATE IN COMBINATION WITH ANY SOFTWARE, SERVICE, SYSTEM OR OTHER DATA OR INFORMATION. THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. COMPANY DISCLAIMS ALL WARRANTIES AND CONDITIONS THAT THIS SERVICE, ITS SERVERS, OR ANY EMAIL SENT FROM COMPANY, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SERVICE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. COMPANY DOES NOT GUARANTEE THAT USERS WILL BE ABLE TO USE THE SERVICES AT TIMES OR LOCATIONS OF THEIR CHOOSING. UNDER CERTAIN CIRCUMSTANCES, SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMERS SET FORTH ABOVE, SO THEY MAY NOT APPLY TO YOU. HOWEVER, THE DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS AND NOTHING IN THESE TERMS AFFECTS YOUR STATUTORY RIGHTS OR RIGHTS UNDER MANDATORY LAWS. THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF ANY CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
IN NO EVENT SHALL COMPANY (AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, AND AFFILIATES) BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR ACCESS TO OR USE OF THE SERVICE OR WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY, USE THE SERVICE, ANY USER CONTENT, USER WEBSITE OR OTHER MATERIALS ACCESSED OR DOWNLOADED THROUGH THE SERVICES, WITHER OR NOT AUTHORIZED BY YOU, EVEN IF COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBLILITY OF SUCH DAMAGES; ANY COMPUTER VIRUSES, INFORMATION, SOFTWARE, LINKED SERVICES, PRODUCTS, AND SERVICES OBTAINED THROUGH THE SERVICE; OR OTHERWISE ARISING OUT OF THE ACCESS TO OR USE OF THE SERVICE WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY (AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, AND AFFILIATES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN EXCESS OF $100.00. THE LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
MODIFICATION OF THE WEBSITE
At any time and in Company’s sole discretion, Company may (in whole or in part) modify, suspend or discontinue the Service and/or any Company Content without notice, for any reason. We shall have no liability to you or to any third party for any such modification, suspension or discontinuance.
ENFORCEMENT
The remedies available to Company in these Terms are cumulative and in addition to any others available to Company. Company may seek all remedies available to it at law and in equity for any violation of these Terms. Company may suspend, terminate or block your access to the Service (in whole or in part) for any violation or suspected violation as we determine, without notice to you. Your violation of these Terms shall be considered a breach of contract.
We reserve the right, but do not assume any obligation, to investigate any suspected violation of these Terms or any misuse of the Service. In addition, we further reserve the right to report any activity, data or persons to, and otherwise cooperate with: (i) law enforcement authorities; (ii) system administrators at Internet service providers, networks or computing facilities; and (iii) providers and/or third-party vendors if we suspect that you have violated these Terms or any law, rule or regulation. You acknowledge that such reporting or cooperation may include, without limitation, providing information relating to you and/or your use of the Service, including without limitation your email address, IP address or other identifying information, to law enforcement authorities, financial regulators, third-party providers, vendors or system administrators. Further, we may disclose any information we think necessary to comply with applicable law, regulation, subpoena or other legal process or governmental or regulatory request.
DISPUTE RESOLUTION SYSTEM
Governing Law
These Terms and any and all claims, disputes or other legal proceedings by or between you and us, including but not limited to any claims or disputes that are in any way related to or arising out of these Terms or your use of or access to the Service, shall be governed by and construed in accordance with [U.S. federal] law and the laws of the state of New York, without regard to any principles of conflicts of law.
Arbitration
ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND COMPANY, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (currently available at http://www.adr.org/sites/default/files/Consumer_Rules_Web_0.pdf). The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held in Dorado County, Puerto Rico, United States unless you and Company otherwise agree in writing. The arbitrator’s decision will follow the terms of these Terms and will be final and binding.
Irreparable Harm
Notwithstanding Section 18.2, you acknowledge that unauthorized use of the Service or other breach of these Terms could result in immediate and irremediable damage to Company, and that money damages alone would be inadequate to compensate Company. Therefore, in the event of your breach or threatened breach of any provision of these Terms, Company may, in addition to all other remedies, immediately obtain and enforce injunctive relief prohibiting the breach or compelling specific performance.
GENERAL PROVISIONS
Relationship of the Parties
No agency, partnership, joint venture, or employment relationship is created or exists between you and Company or our affiliates unless expressly stated in another agreement.
Waivers
The failure of either party to exercise any right provided for herein shall not be deemed a waiver of any further rights hereunder. For any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver through one of our authorized representatives. However, such waiver of any provision of these Terms shall not be considered a waiver of any other provision or of our right to require strict observance of each of the terms herein.
Entire Agreement
These Terms constitute the full agreement in respect of your use of the Service, and supersede any other communication, understanding or agreement between you and Company concerning the Service.
Severability
If any provision of these Terms is deemed to be unenforceable or invalid by any court or arbitrator of competent jurisdiction, for any reason, that provision will be limited or severed to the extent necessary so that these Terms will otherwise remain in full force and effect.
Assignments
You may not assign or transfer the Terms or any licenses and rights discussed herein. Any attempt by you to assign, transfer, delegate or sublicense the Terms, or any part thereof, without such consent will be null and void. We may assign, transfer, delegate or sublicense the Terms or any licenses and rights discussed herein, at our sole discretion, without restriction. Subject to the foregoing, the Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Force Majeure
The Company will not be deemed to be in violation or breach of contract if performance of the obligations required by the Terms is delayed or rendered impossible because of any natural disaster, war, terrorist act, earthquake, fire, thunder, lightning, typhoon, tsunami, hurricane, flood, strike, sickness, accident, civil commotion, epidemic, pandemic, act of government, act of God, alien invasion, rebellion, revolution, riots, explosion, marine accident, strike, lockout, labor dispute, shortage or regulation of energy supply or materials, or other unforeseen event that is beyond the control of either party hereto.
Notices
All notices we are required to give you may be delivered electronically by email or through the Website. Unless you indicate otherwise prior to our sending of the notice, we may send email notices to your last-supplied email address. Notices we send you will be deemed delivered when emailed or transmitted by us.
All notices, approvals, requests or demands you make to Company, shall be in writing, and shall be sent by express courier as follows:
Subify LLC, Address: 185 Dorado Beach, East Dorado, Puerto Rico 00646 United States of America Attn: Legal
All Rights Reserved
All rights not expressly granted to you herein are reserved and not waived. We reserve the right to enforce our rights to the fullest extent permitted under the laws of any relevant jurisdiction, including criminal prosecution where available.