Terms of Use

Last updated July 18, 2020

Thank you for choosing to be part of our community at Venti LLC, doing business as ArtistaCloud (“ArtistaCloud”, “we”, “us”, “our”, "Platform"). Below are the Terms of Use which users of the Platform must abide to in order to use and maintain use of the platform for the purchasing or sale of lessons on ArtistaCloud.

You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

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 us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

USER REPRESENTATIONS

By using the Site, you represent and warrant that:  (1) you have the legal capacity and you agree to comply with these Terms of Use; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (4) you will not use the Site for any illegal or unauthorized purpose; and (5) your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

USER GENERATED CONTRIBUTIONS

We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Site Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:

1.  The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
2.  You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
3.  You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
4.  Your Contributions are not false, inaccurate, or misleading.
5.  Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6.  Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
7.  Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8.  Your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another.
9.  Your Contributions do not violate any applicable law, regulation, or rule.
10.  Your Contributions do not violate the privacy or publicity rights of any third party.
11.  Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
12.  Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors;
13.  Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
14.  Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.

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ArtistaCloud SITE USE AND INFORMATION

All persons purchasing and/or providing music lessons on the ArtistaCloud Platform expressly agree not to use any aspect of the Platform for any purpose other than its intended purpose as a Platform for the purchase and/or sale of lessons, and the act of conducting of lessons. Using the platforms for any other purpose is in violation with this Agreement.

Any violation of this Agreement may result in refusal of access to the Platform.

“Teacher” or "Faculty" as used here after, refers to an individual who obtains Administration's approval to provide his or her services as a music educator through ArtistaCloud. Approval of faculty members is given based on affirmation that the faculty meets the minimum criteria which are be viewable in the Teacher Requirements section.

“Teacher Profile” refers to a teacher/faculty individual page within artistacloud.com where the teacher/faculty may upload his/her individual profile content. All material is screened and approved of by the administration before appearing on the live webpage.

Subscription Requirement and Info

Subscription is intended for APPROVED FACULTY MEMBERS ONLY and required of Faculty for official platform access. Do not subscribe until notified of approval via email. Upon approval, FACULTY/SUBSCRIBER/USER may officially subscribe to the platform. Platform Subscription fee is intended for ArtistaCloud platform use as a faculty member and access to powerful third party software. Subscriber agrees to be listed on ArtistaCloud’s website with the intent to teach online lessons via ArtistaCloud’s partnered software. Subscriber may cancel any time. Subscriber is granted use of the platform until end date of monthly subscription period. Cancellation will lead to account closure and profile elimination. SUBSCRIPTION FEE IS NON-REFUNDABLE AND NON-TRANSFERRABLE DUE TO ACCESS TO SOFTWARE UPON PAYMENT. ARTISTACLOUD DOES NOT GUARANTEE LESSONS BOOKED FOR SUBSCRIBER. USER IS SOLELY RESPONSIBLE FOR UNDERSTANDING PLATFORM USE AND RISK. USER AGREES TO MONTHLY RECURRING CHARGES UNLESS PERSONAL DECISION TO CANCEL OR OTHERWISE NOTIFIED BY ARTISTACLOUD.

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ArtistaCloud SITE USE AND INFORMATION (continued)

The Platform and its Users

As a user and/or provider, keeping constant punctuality is of the utmost importance concerning your use of the Platform for its intended Purpose (taking/giving Lessons).

All Faculty/Teachers within the Platform are independent contractors offering online lessons to students and are not considered employees of ArtistaCloud. ArtistaCloud Administration does not supervise Teachers or provide direction to Teachers concerning how to teach Lessons through the Platform.

ArtistaCloud is not liable for the acts, errors, omissions, representations, warranties, breaches, or negligence of Teachers or from any personal injuries, death, property damage, or other damages or expenses resulting therefrom. All Teachers and prospective Teachers must review and agree to the Teacher Terms incorporated into the Terms of Use.

Faculty/Teachers set their own prices, availability, and schedule for the Lessons offered through ArtistaCloud. Administration reserves the right to audit Lessons for Platform safety and stability purposes.

Operator reserves the right to delete your account or limit or deny you access to the Platform at any time for any reason or no reason.

You may not use the ArtistaCloud Platform to create business of any kind for yourself that takes place outside of the Platform.

ArtistaCloud does not condone posting of audio or video recordings of lessons onto any third-party media-hosting website (e.g., SoundCloud, YouTube, or Vimeo). Teachers and Students may use Lessons only for the Purpose of the Platform (i.e., teaching or learning music), and Teachers and Students may not use the Platform in an unduly personal manner unrelated to the Purpose of the Platform (e.g., stalking or harassing or inquiring about personal matters related to other users of the Platform).  Users who do not abide by this paragraph may have their Lessons cancelled without a Refund and/or have their access to the Platform denied.

Interactions with Other Platform Users

1. You are solely responsible for your interactions with other Platform users, including without limitation Teachers, Students, prospective Teachers, and prospective Students. ArtistaCloud makes no representations or warranties as to the conduct of Platform users and shall not be in any way liable for any conduct of any Platform user. All users agree to take reasonable precautions in all interactions with other users of the Platform, particularly if you decide to meet any Platform user offline or in person. You may not provide your financial information (for example, your credit card or bank account information) to any other Platform user.

2. Release. You hereby release ArtistaCloud from any and all claims, demands, damages (actual, consequential, nominal, punitive, or otherwise), equitable relief, and any other legal, equitable, and administrative remedy, of every kind and nature, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, past, present, or future, arising out of or in any way connected with your interaction with other users of the Platform.  FURTHER, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: “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.”

ARTISTACLOUD HAS NO DUTY TO MONITOR COMMUNICATIONS AND/OR INTERACTIONS TAKING PLACE ON OR THROUGH THE PLATFORM.

SEXUALLY EXPLICIT MATERIAL IS NOT ALLOWED TO BE USED IN CONNECTION WITH OR TRANSMITTED THROUGH THE PLATFORM.

The Platform is intended for use by users over the age of 18 or users under the age of 18 who are properly authorized and chaperoned by their parent and/or legal guardian and otherwise permitted by these terms.

Registration and participation on the Platform is restricted to those individuals over 18 years of age, emancipated minors, or those who possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties herein. By registering or participating in services or functions on the Platform, you hereby represent that you are over 18 years of age, an emancipated minor, or in possession of consent by a legal parent or guardian and have the authority to enter into the terms herein.

PARENTS AND LEGAL GUARDIANS SHOULD BE AWARE THAT ALTHOUGH ARTISTACLOUD REQUIRES USERS UNDER 18 TO REPRESENT VIA THESE TERMS THAT THEY ARE EITHER EMANCIPATED OR AUTHORIZED BY THEIR PARENTS OR LEGAL GUARDIANS, AND ARTISTACLOUD TAKES PRECAUTIONS TO PREVENT USERS UNDER 13 FROM INTERACTING WITH THE PLATFORM WITHOUT THE CONSENT OF A PARENT OR LEGAL GUARDIAN, IT IS ULTIMATELY UP TO PARENTS AND LEGAL GUARDIANS TO SUPERVISE THE ONLINE ACTIVITIES OF THEIR CHILDREN; AND PARENTAL CONTROL MECHANISMS ARE WIDELY AVAILABLE TO PARENTS AND LEGAL GUARDIANS INTERESTED IN CONTROLLING THEIR CHILDREN’S ACCESS TO MATERIALS ONLINE.

OPERATOR WILL NOT BE HELD RESPONSIBLE FOR THE ACTIVITIES OF ANY PLATFORM USERS.

If your use of the Platform exposes any user under the age of 18 to sexually explicit material and Operator becomes aware of such conduct, we will report your conduct to the appropriate authorities as we are required to do by law. Additionally, other types of conduct in violation of this Agreement may be reported to the appropriate authorities as we deem appropriate on a case-by-case basis.

Payment

Payment by the Student is completed at the time of the Lesson booking for one or multiple lessons and is made to Venti LLC.

Student must give at least 24 hours of notice prior to the time of the Lesson to be cancelled if the Student decides to switch from the originally booked Teacher or Lesson. The Administration disburses payments to Teachers after each week of completed lessons, further described in the Teacher Terms.

Payment processing used by ArtistaCloud is done through Square. Students pay Lesson prices set by their Teacher of choice for use of the Platform. Credit cards such as MasterCard, Visa, or American Express can be processed through Stripe. The Student agrees to make the corresponding payment using Student’s selected payment method.

ArtistaCloud reserves the right to correct any errors or mistakes that occur during or after payment processing.

For information concerning how a Student’s payment information is handled, please see the Privacy Policy.

LESSON POLICIES

Below are the Student Terms only. To view student terms only on a seperate page, click Student Terms.

To view the teacher terms only, click Teacher Terms.

Agreement to the Terms of Use also includes agreement to the Student Terms and the Teacher Terms.

Booking a Lesson

The Student will choose from the list of available Lesson times on a Faculty Member's schedule through the third party platform, Setmore. If a Student wants to request other availability, they may contact the Administration. The Administration will contact the Teacher and the Teacher may accept or deny the Student’s availability request at the Teacher’s discretion.

A Student may schedule a Lesson up to 48 hours prior to the faculty's next available lesson time slot.

Attendance

Lessons booked on ArtistaCloud are expected to occur under the conditions of date, time, and duration with selected faculty member and is to be honored by both parties. In the event that one party is unable to honor the original conditions, a rescheduling or cancellation of the lesson can occur.

Cancellations and Rescheduling

Rescheduling - Lessons are intended to occur as scheduled. Lessons can be rescheduled with appropriate notice - at least 24 hours prior to the scheduled lesson time. In the case of rescheduling a Lesson, the rescheduling party must contact the ArtistaCloud administration at least 24 hours before the scheduled lesson occurs. Administration will then communicate with both parties to arrange a new lesson time that is agreed upon by both parties.

In cases of emergency that cause faculty to be unavailabile during an 'Early Initial Booking' (First Time Customer/Student That Books A Lesson Close To 48 Hours Prior To The Booked Lesson Time), faculty may arrange a different available time by notifying and making arrangements with Administration. Administration will then try to make new arrangements with the student for a newly agreed time between the teacher and student.

Cancellations - Cancellations are handled on a case-by-case basis. To request a cancellation, please email infoartistacloud@gmail.com. Administration must be notified 24 hours prior to the scheduled lesson in order to be processed. Lessons cannot be cancelled after the 24 hour notice. Nonetheless, student can still choose to participate in said lesson, or otherwise forfeit the lesson tuition completely. Properly made cancellations will be assessed a partial refund only, with the assessment of a cancellation fee of $15 due to service charges.

Refunds

Refunds under the ArtistaCloud Guarantee -

All requests are to be made to administration at admin@artistacloud.com.

Requests for a refund will be handled on a case-by-case basis. The ArtistaCloud Guarantee occurs when a Student is dissatisfied with their first lesson purchased with a specified teacher. If dissatisfied with the first Lesson, the Student should contact administration within forty-eight (48) hours of the occurred lesson. Administration will work with the student to reschedule the lesson, find a different teacher, or issue a full refund for the Lesson price (under the ArtistaCloud Guarantee).

Puntuality between student and teacher is of utmost importance. Each party is responsible for their own attendance. The ArtistaCloud Guarantee does not apply in any case where the student missed or was late to the lesson due to student's own actions.

No refund will be issued if a student is more than ten minutes late to the lesson or does not attend a lesson under the circumstances that the student has not made arrangements with the administration and teacher regarding rescheduling. The teacher is not responsible for providing extra time lost for the lesson due to the lateness of the student. However, under the sole discretion of the teacher, the teacher may provide extra make-up time if they so choose, though teacher is not obligated to.

Parents/Students are highly encouraged to communicate with Administration and the Teachers if necessary to seek rescheduling of lessons on ArtistaCloud, and to do so as soon as possible with Appropriate Notice (24 Hours Prior To Scheduled Lesson).

Students who repeatedly cancel lessons without Appropriate Notice may have limited or denied access to the ArtistaCloud platform. In such a case, the student will no longer be able to use the platform as a student/customer.

Teachers who repeatedly cancel lessons without Appropriate Notice will have their platform access limited or denied. In such a case, the teacher will no longer be able to use the platform as a teacher.

Booking a lesson on ArtistaCloud means the student has agreed to the knowledge of the technical requirements required to use the platform. In the event that the student has inadequate hardware or bandwidth and has agreed to book a lesson after payment has been processed, ArtistaCloud will not provide a refund to student.

In addition, no refund will be issued if student acts with inappropriate conduct during the lesson. If a teacher’s conduct causes harm or inability to have a functioning lesson, the student should inform the administration. All cases and discussions concerning refunds will be handled on a case-by-case basis.

Students may seek a Full refund for a lesson cancelled by the teacher, or they may otherwise reschedule the lesson.

Granted refunds will be processed within reasonable time. To contact administration concerning a potential refund, please contact admin@artistacloud.com.

Technical Requirements

These are the requirements for hardware and software in order to take/teach lessons on ArtistaCloud. By purchasing lessons and/or providing lessons, you are agreeing to the Terms of Use, and you agree that you have met the minimum requirements in order to use the platform for its intended purpose. ArtistaCloud is not responsible or liable for lessons purchased where customer/student does not meet the minimum of software and hardware requirements.

• A Computer, Laptop, Tablet, or Cell Phone with a Webcam or Front-Facing Camera (720p or higher, recommended) as well as a connected microphone for audio input.

• An email Address associated with your account. Your lesson link will be found through your email, so be sure to check after booking lessons.

• A Web Browser - Our platform uses Teleport Video for video conferencing. All you need is a web browser to be able to open the window for Teleport Video. For the best experience, make sure you're using a supported web browser: Google Chrome, Mozilla Firefox, Safari 12 or greater, and Microsoft Edge (Chromium build).

Internet Speed/Bandwidth Requirements:

600kbps (up/down) for high quality video and 1.2 Mbps (up/down) for HD video.

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CONTRIBUTION LICENSE

You and the Site agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).

By submitting suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.

We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW

These Terms shall be governed by and defined following the laws of the state of Illinois. ArtistaCloud and yourself irrevocably consent that the courts of Illinois shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these terms.

DISPUTE RESOLUTION

Binding Arbitration

Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the International Commercial Arbitration Court under the European Arbitration Chamber (Belgium, Brussels, Avenue Louise, 146) according to the Rules of this ICAC, which, as a result of referring to it, is considered as the part of this clause. The number of arbitrators shall be __________. The seat, or legal place, of arbitration shall be __________. The language of the proceedings shall be __________. The governing law of the contract shall be the substantive law of __________.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

DISCLAIMER

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

USER DATA

We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

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