THE SECTION BELOW TITLED “MISCELLANEOUS” CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
- DESCRIPTION OF SERVICES
We provide Visitors and Registered Users with access to the Website as described in this Agreement.
Visitors. Visitors, as the name implies, are people who visit the Website, but do not sign in as Registered Users. They can view all publicly-accessible content.
Registered Users. Registered Users are people who register to access and use certain additional features on the Website and to use certain restricted sections of the Website. Login is required for all Registered Users. Registered Users can do all the things that Visitors can do and may access and use certain additional features on the Website.
We are under no obligation to accept any individual as a Registered User and may accept or reject any Registered User in our sole and complete discretion.
- COMMUNITY GUIDELINES
By accessing and/or using the Website, you hereby agree that:
- You will not use the Website for any unlawful purpose;
- You will not upload, post, e-mail, transmit, or otherwise make available any content that:
- Infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
- Is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, or promotes extreme violence or cruelty to animals, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or
- Discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information;
- You will not stalk or otherwise harass another user of the Website or any other person;
- You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- You will not access or use the Website to collect any market research for a competing business;
- You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Website, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;
- You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;
- You will not interfere with or attempt to interrupt the proper operation of the Website through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Website through hacking, password or data mining, or any other means; and
- You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Website.
We reserve the right, in our sole and absolute discretion, to deny you access to the Website, or any portion of the Website, without notice and without liability to you, if you fail to adhere to these guidelines.
The Website is available for individuals aged 13 years or older. If you are 13 or older but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.
- SIGN-IN NAME; PASSWORD; UNIQUE IDENTIFIERS
BroadMic’s registration process is administered by our third-party registration platform (“Disqus”). During the registration process for Registered Users, you will be prompted to provide a sign-in name (“Sign-In Name”), a password (“Password”), and perhaps certain additional information that will assist in authenticating your identity when you log in in the future (collectively, your “Credentials”). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one Registered User. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Credentials as well as for any use, misuse, or communications entered through the Website using one or more of them. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Credential. We reserve the right to delete or change your Password, Sign-In Name, or Credentials at any time and for any reason. BroadMic will not be liable for any loss or damage caused by any unauthorized use of your account. By providing your Credentials through Disqus, you consent to Disqus’ receipt of such Credentials and to its exercise of the rights granted to us under this section, and you agree to comply with Disqus’ own terms of service, as applicable.
- INTELLECTUAL PROPERTY
The Website contains material such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of BroadMic (collectively referred to as the “Content”). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access and/or use the Content and the Website automatically terminates.
The trademarks, service marks, and logos of BroadMic (“BroadMic Trademarks”) used and displayed on the Website are registered and unregistered trademarks or service marks of BroadMic. Other company, product, and service names located on the Website may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with BroadMic Trademarks, the “Trademarks”). Nothing on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of BroadMic Trademarks inures to our benefit.
Elements of the Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors.
- USER CONTENT
Registered Users may provide certain information, data, graphics, text, or other content to the Website. The Registered User warrants that he or she has the necessary rights and/or third-party consents to freely use and share any content which the Registered User provides to the Website (“User Content”). The Registered User accepts full responsibility for User Content that the Registered User uploads or in other ways makes available via the Website.
User Content may be transferred unencrypted across various networks, and it is subject to changes to conform to the Website’s technical requirements. BroadMic may review and reject any User Content provided at any time. By uploading User Content via the Website, the Registered User hereby grants BroadMic a non-exclusive, fully paid, and royalty-free worldwide, irrevocable, transferable, sub-licensable license to use, modify, distribute, and publish the User Content (including, but not limited to, altering, storing, copying, or making it available or marketing it to the public, or transferring the foregoing rights to BroadMic’s partners).
You may not publish User Content that damages the BroadMic brand or in any way implies improper association to BroadMic, and we reserve the right to remove such User Content if we determine in our sole discretion that it does so.
The Registered User accepts that by providing User Content, the User Content will become available to other users on the Internet. BroadMic is not responsible for another person’s use or misuse of your User Content.
- COPYRIGHT COMPLAINTS
If you believe the Website contains any content that infringes your copyright, please contact our Copyright Agent, as detailed below, with the following information:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Website;
- Your address, telephone number, and email address;
- 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
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner’s behalf.
To contact our Copyright Agent by email, please write to Christy Mirabal at firstname.lastname@example.org with COPYRIGHT NOTICE in the subject line.
- NO MEDICAL ADVICE
You acknowledge and agree that BroadMic does not provide any form of medical care, medical opinion, medical advice, diagnosis or treatment, and that BroadMic does not evaluate whether or not you should seek medical attention, through the Website. The Content, including, without limitation, articles, graphics, images, or information from our third party contributors, is provided on the Website for informational purposes only. Although such Content may be provided by individuals in the medical profession, the provision of such Content does not create a doctor-patient relationship and does not constitute a medical opinion, medical advice, or diagnosis or treatment of any particular condition. The Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physical or other qualified healthcare provider with any questions you may have regarding a medical condition.
- COMMUNICATIONS TO US
Although we encourage you to e-mail us, you should not e-mail us any content that contains confidential information. With respect to all e-mails you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production, and marketing of products and services that incorporate such information, without compensation or attribution to you.
- NO WARRANTIES; LIMITATION OF LIABILITY
WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE WEBSITE OR THE CONTENT. WE SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE WEBSITE FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE CONTENT AND THE WEBSITE AT YOUR OWN RISK.
WE DO NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT THE WEBSITE, ITS SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEBSITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS.
THE WEBSITE AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, INCIDENTAL, AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE WEBSITE OR THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSIONS OF CERTAIN WARRANTIES OR CERTAIN LIMITATIONS OF LIABILITY, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR WARRANTIES AND LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
THE WEBSITE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE WEBSITE. THE WEBSITE MAY CONTAIN INFORMATION ON CERTAIN PRODUCTS AND SERVICES, NOT ALL OF WHICH ARE AVAILABLE IN EVERY LOCATION. A REFERENCE TO A PRODUCT OR SERVICE ON THE WEBSITE DOES NOT IMPLY THAT SUCH PRODUCT OR SERVICE IS OR WILL BE AVAILABLE IN YOUR LOCATION. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE WEBSITE AT ANY TIME WITHOUT NOTICE.
- EXTERNAL SITES
The Website may contain links to third-party websites, platforms, applications, or services (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
You will defend, indemnify, and hold harmless BroadMic, our affiliates, and our and their respective officers, directors, managers, employees, and agents from any and all liabilities, costs, damages, and expenses (including reasonable attorneys’ fees) in connection with any third-party action, claim, or proceeding (each, a “Claim”) arising from your breach of this Agreement or your access to, use, or misuse of the Website or the Content. We shall promptly notify you of any Claim; provide you, at your expense, with reasonable cooperation in the defense of the Claim; and provide you with sole control over the defense and negotiations for a settlement or compromise. Notwithstanding the foregoing, we reserve the right to assume the exclusive defense and control of any Claim that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
- COMPLIANCE WITH APPLICABLE LAWS
The Website is based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Website or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
- UPDATES; TERMINATION OF THE AGREEMENT
We reserve the right, in our sole discretion, to update this Agreement from time to time without notice to you. We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Website, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Website at any time without prior notice or liability.
This Agreement is governed by the internal substantive laws of the State of New York, without respect to its conflict of law provisions. In the event of a dispute arising under or relating to this Agreement or the Website (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL. DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA. Any court in New York, New York, may enforce the arbitrator’s award. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in New York, New York. The parties may litigate in court to compel arbitration, to stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. In addition, we may bring an action for injunctive relief in any court of competent jurisdiction.
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action basis or to utilize class action procedures; and (iii) 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. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
You expressly agree: (i) to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of New York; and (ii) that the Website shall be deemed passive that does not give rise to personal jurisdiction over BroadMic, either specific or general, in jurisdictions other than New York.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of the Agreement will remain in full force and effect.
The following provisions will survive any expiration or termination of this Agreement: “Intellectual Property,” “User Content,” “Communications to Us,” “No Warranties; Limitation of Liability,” “Indemnification,” “Termination of the Agreement,” and “Miscellaneous.”
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
Copyright 2016 BroadMic LLC. All rights reserved.