Terms of Service
Effective 22 August 2022
Your use and access of the Solution Engineering Tool (www.solutionengineeringtool.company) Website and its Software-as-a-Service (“SaaS”) version are conditioned on your agreement with these Terms of Service and any: supplemental terms of service, terms and conditions, agreements, or documents that may be posted on our Website from time to time. Any of the aforementioned supplemental agreements are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Service at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Service, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Service 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 Service by your continued use of the Site after the date such revised Terms of Service are posted.
- About Us:
BY ACCESSING OUR SERVICES, YOU (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY ALL OF THE PROVISIONS, CONDITIONS AND NOTICES CONTAINED IN THESE TERMS JUST AS IF YOU HAD SIGNED THESE TERMS.
THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH US.
- Terms of Service:
1. Service Conditions.
You cannot use the Services unless you are at least 18 years of age. By using or accessing the Services, you represent and warrant to us that: (a) you are at least 18 years of age; (b) you have the right, authority and capacity to agree to, and abide by these Terms; and (c) you shall not use the Services or any rights granted hereunder for any unlawful purpose or any purpose which violates these Terms.
- Duration of License to Access Services.
These Terms provide you with a personal, revocable, non-exclusive, non-assignable, non-transferable, limited and temporary license to access and use the Services. We shall be entitled to terminate, restrict, or suspend this license granted to you at any time due to violation of these Terms of Service or failure to make proper payment with immediate effect and without notice.
To Use certain aspects of our Services, you must create an Account. If you choose to register an Account with us, then you agree to provide true, accurate, current and complete information as prompted by our registration form, and to maintain and promptly update the information you provide to us in order to keep such information true, accurate, current and complete. It is your obligation to maintain and control passwords to your Account. YOU AGREE THAT YOU ARE SOLELY AND FULLY RESPONSIBLE FOR ANY ACTIVITIES OR ACTIONS TAKEN UNDER YOUR ACCOUNT, WHETHER OR NOT YOU HAVE AUTHORIZED SUCH ACTIVITIES OR ACTIONS. You agree to immediately notify us of any unauthorized uses of your username and password and/or any other breaches of security. There is no assumption by us of your responsibility to notify your local law enforcement agency of any identity theft. You agree we will not be liable for any loss or damages caused by your failure to comply with your security obligations.
- Use of the SET and Services.
(a) The use of the SET (SaaS version) is provided on a non-exclusive license subject to your agreement and compliance to these Terms and our Policies.
(b) Compliance with Laws. By using the Services, Users represent and warrant that they shall: (i) shall comply with all applicable regulations of the applicable jurisdiction in connection with the use of the Services; and (ii) comply with all other applicable laws, regulations, ordinances in connection with the use of the Services.
SET Enterprise SaaS-Based Pricing allows companies to use SET and have unlimited opportunities, unlimited seats, and a predictable periodic billing amount that easily fits the budget of any size company. The price to use SET is dependent on company size. Solutioneering, LLC discusses the pricing for the use SET only when interested parties contact it with an inquiry. Enterprise SaaS-Based Pricing requires signing of a Service Agreement that is discounted when multiple years are procured. For the initial Service Agreement or any renewal, an invoice will electronically be sent to the business point-of contact identified as part of the Service Agreement in effect within five business days of signed service activation or signed renewal for the use of SET. Payment is to be made via Automated Clearing House (bank account to bank account) transfer or by mailing payment to Solutioneering, LLC (Attention: Billing Department), 205 Van Buren Street, Suite 120, Herndon, Virginia 20170.
Once Solutioneering’s Service Agreement for the initial or renewed annual subscription to use SET is fully executed with your company, you will have up to 45 calendar days to make the first subscription payment per the Service Agreement. In the Service Agreement, you have the option of selecting payment periodicity (i.e., monthly, quarterly, semi-annually, or making a one-time payment in full). A Service Agreement for renewal will be electronically sent to the business point-of-contact identified as part of the existing Service Agreement 60 calendar days before the end of the current Service Agreement in effect. This is a window of opportunity for either party to contact the other to discuss any changes to the terms of the Service Agreement. For the initial Service Agreement or any renewal, an invoice will electronically be sent to the business point-of-contact identified as part of the Service Agreement in effect within five business days of signed service activation or signed renewal for the use of SET. Payment is to be made via Automated Clearing House (bank account to bank account) transfer or by mailing payment to Solutioneering, LLC (Attention: Billing Department), 205 Van Buren Street, Suite 120, Herndon, VA 20170. Note: If full payment is not received after the 45th calendar day, three attempts will be made to contact your company’s business point-of-contact regarding any outstanding annual subscription payment due per the Service Agreement. If payment is not received after the 3rd attempt and 60 calendar days have passed since the obligation to make the full annual agreed upon subscription payment per the Service Agreement, your company’s access to SET will be terminated until the outstanding payment is received. In addition, Solutioneering reserves the right to refer any outstanding payment to a collection agency.
- No Refunds.
We do not provide any refunds or credits to any user. If you have any issues with the Services please contact us at: email@example.com Solutioneering, LLC, 205 Van Buren Street, Suite 120 Herndon, VA 20170.
(a) By Us. All Posts and Content provided by us through the Services are provided to you ‘AS IS’, ‘AS AVAILABLE’ and ‘WITH ALL FAULTS’. SOLUTIONEERING, LIMITED LIABILITY COMPANY provides our Services for informational purposes only and any statements made by us are opinions only. We expressly disclaim all liability related to the accuracy or reliability of any opinion, advice, or Content on our Services or reliance on any opinion, advice, or Content on our Services. OUR SERVICES ARE NOT TO BE CONSTRUED AS ANY FORM OF PROFESSIONAL ADVICE. OUR SERVICES ARE A RESOURCE ONLY. We are not any sort of licensed professional. As such, we expressly disclaim all liability related to the accuracy or reliability of any opinion, guidance, or Content Transmitted by us or available through our Services or reliance on any of the aforementioned. We will do our best to provide top-quality Services to you. However, the Content published through the Services may also include inaccuracies or typographical errors. We do not warrant or represent that the Content available through our Services is complete or up-to-date.
(b) Posted by You.
(i) You agree that you are solely responsible for and retain all rights in the Content that you Post or Submit to the Services, or otherwise transmit to Us or make available to other Users or to third parties. You agree that you will not upload, post or otherwise make available on SET any material that is a real or perceived ethical violation in the manner to which it was obtained. End User shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. You agree that you will not: Post Content that infringes on the intellectual property rights of others; Post any Content which violates any provision of Terms or Policies. WE ARE NOT RESPONSIBLE FOR ANOTHER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST USING OUR SERVICES. WE ARE NOT RESPONSIBLE FOR ANY DAMAGES DUE TO LOSS OF DATA OR BREACHES OF DATA SUCH AS HACKING OF THE SET OR THE SERVICES.
(ii) SOLUTIONEERING does not own the intellectual property (i.e. copyrights, patents, trademarks, trade secrets, right of publicity, and End User opportunity assessment, capture, and proposal planning information) originated by the End User that they place on or make known through SET. YOU RETAIN OWNERSHIP OF ALL DATA THAT YOU POST OR SUBMIT TO THE SERVICES. Notwithstanding the foregoing, you hereby assign to us all right, title and interest in and to any new feature that you may suggest or submit to us and you acknowledge and agree that we may use such suggestion or submission in any manner, including, without limitation, to develop features for the Services.
(iii) You agree and understand that you may be held legally responsible for damages suffered by other Users or third parties as the result of your use or reliance on the SaaS and the Services. Furthermore, you agree to indemnify, hold harmless, and defend us from any liability and/or damages relating to your use or reliance on the SaaS or the Services by a third party.
- Intellectual Property.
(a) Trademarks. Solutioneering, Solutioneering, Limited Liability Company and www.solutioneering.companyand all other graphics, logos, page headers, button icons, scripts, service names and other Content that we use, manage or control are trademarks, registered trademarks or trade dress of ours or our subsidiaries, officers, employees, independent contractors, suppliers, representatives, advertisers, licensors, licensees, successors, assigns, agents, partners, or other affiliate (collectively “Affiliates”) in the United States or other countries or both. No one may use these trademarks or trade dress in connection with any product or service that is not our product or service without our express written permission. All other trademarks that appear on our Services are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by us or any of our Affiliates.
(b) Copyright. Except in the case of Content under license to us, we claim a copyright, and all copyright protection afforded, under international, United States and the Commonwealth of Virginia laws to all text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, software (ours or our software suppliers), and all other Content on our Services. The compilation of all Content on our Services is our exclusive property, and it is similarly protected. We also claim a copyright, and all copyright protection afforded, under international, United States and the laws of the Commonwealth of Virginia to all material described in the trademarks section above. Your access to all information and Content located on our Services is strictly permitted through the license granted to you under these Terms. Except for the license granted in these Terms, all rights, title and interest in Content, in all languages, formats and media throughout the world, including all copyrights, are and will continue to be the exclusive property of ours and other parties. Except as permitted by these Terms, you are prohibited from modifying, copying, distributing, displaying, publishing, selling, licensing, creating derivative works, or using any Content available on or through our Services without our prior written permission, or in the case of Content owned by a third-party, without first receiving permission from the owner of that Content. You may not alter or remove any trademark, copyright or other notice from copies of the Content.
10. Mobile Devices.
If you are accessing the Services via a mobile device or tablet which is owned or controlled by you (a “Device”) then, subject to your compliance with these Terms and our Policies, the license granted hereunder allows you to access our Services using your Device. You understand and agree that use of the Services via your Device may result in data or other charges from your mobile communication service provider and you expressly release, indemnify, hold harmless, and defend us from any and all liability relating to any such charges and/or your Device.
- Use Restrictions.
You may not use or plan, encourage or help others to use our Services for any purpose or in any manner that is prohibited by these Terms or by applicable law. In using our Services, you agree at all times that you shall not: (a) infringe on the copyrights or other intellectual property rights of Solutioneering, Limited Liability Company, a User, or a third-party (b) copy, distribute, or modify any part of our Services without our prior written authorization; (c) transmit any Content which contains software viruses, or other harmful computer code, files or programs; (d) submit Content that falsely states, impersonates or otherwise misrepresents your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present; (e) manipulate or exclude identifiers in order to disguise the origin of any submission, transmission, communication or Content; (f) disrupt the networks connected to our Services, including but not limited to by: attempting to probe, scan or test the vulnerability of our Services, attempting to breach security or authentication measures without proper authorization, or attempting to interfere with our Services or a User, by means such as overloading, ‘flooding’, ‘mailbombing’ or ‘crashing.’; (g) circumvent, disable or otherwise interfere with security-related features of our Services or features that prevent or restrict use or copying of any Content or that enforce limitations on use of our Services; (h) collect Content, personally identifying information, and/or other information from our Services, or otherwise access our Services, by using any automated means, including but not limited to, ‘robots’, ‘spiders’, ‘scrapers’ and ‘offline readers’, without our prior written approval which we may withhold in our discretion; (i) modify, translate, reverse engineer, decompile, disassemble, create derivative works based on, sublicense, sell, or distribute the Services; (j) rent or lease any rights in the Services in any form to any third-party or make the Services available or accessible to third parties; (k) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices displayed on our Services; (l) mislead or attempt to mislead or defraud or attempt to defraud or conceal any information relating to Content or other information that you provide to us; (m) link, deep link, ‘frame’ or ‘mirror’ any part of the Services without our prior consent; or (n) use our Services to violate any applicable laws, rules or regulations, or for any unlawful, harmful, or inappropriate purpose, or in any manner that breaches these Terms or is otherwise objectionable, as determined by us in our sole discretion.
- Termination, Restriction and Suspension.
(a) Termination By You. You may cancel your Account at any time for any reason or no reason by using your Account dashboard or notifying us in writing (email to firstname.lastname@example.org acceptable) or using your Account dashboard. Upon cancellation of your Account, access to certain features of the Services may be restricted. Termination of your Account will be effective within a commercially reasonable time after we receive notification of your desire to cancel and any outstanding fees owned by you are paid to us, as determined by us.
(b) By us. We retain the right to terminate, restrict, or suspend these Terms, your Account, and/or your license to access or use our Services at any time in our absolute and sole discretion based on real or perceived violation of the Terms of Service, without prior notice, for any reason, as determined by us.
(a) IF YOU CHOOSE TO USE OUR SERVICES, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT OUR SERVICES AND CONTENT ARE PROVIDED ‘AS IS’, ‘AS AVAILABLE’ AND ‘WITH ALL FAULTS’ WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, OUR SERVICES, INCLUDING BUT NOT LIMITED TO PHYSICAL INJURY OR DEATH AS WELL AS DAMAGES TO PERSONAL PROPERTY. WITHOUT LIMITING THE FOREGOING, WITH RESPECT TO THE WEBSITE, AND/OR THE SERVICES SOLUTIONEERING, LIMITED LIABILITY COMPANY EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, ACCURACY, SECURITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUIET TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SOLUTIONEERING, LIMITED LIABILITY COMPANY MAKES NO WARRANTY THAT THE WEBSITE, SERVICES, AND/OR CONTENT WILL MEET YOUR NEEDS, EXPECTATIONS, BE TO YOUR SATISFACTION, OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE, BUG FREE, OR MALWARE-FREE BASIS. SOLUTIONEERING, LIMITED LIABILITY COMPANY MAKES NO WARRANTY REGARDING THE QUALITY OF OUR SERVICES OR CONTENT, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE WEBSITE OR SERVICES.
(b) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SOLUTIONEERING, LIMITED LIABILITY COMPANY OR FROM THE WEBSITE SERVICES, SAAS OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES AND ANY DECISION TO RELY ON ANY ANALYSIS, CONTENT, SOLUTION, OR INFORMATION DERIVED OR OBTAINED FROM THE USE OF THE WEBSITE, SAAS OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE WEBSITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO OTHER USERS AND/OR THIRD PARTIES.
- Release and Waiver of Claims.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT, YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, AND DISCHARGE ALL CLAIMS, ACTIONS, DEMANDS, SUITS, OR PROCEEDINGS (“CLAIMS”) AGAINST US AND OUR AFFILIATES, INCLUDING ANY AND ALL LIABILITY FOR DAMAGES (ACTUAL AND OR CONSEQUENTIAL), COSTS AND EXPENSES (INCLUDING LITIGATION COSTS AND ATTORNEYS’ FEES) OF EVERY KIND AND NATURE ARISING FROM OR IN ANY WAY RELATED TO: (A) THE SERVICES OR THESE TERMS, (B) YOUR DEVICE (C) ANY INACCURACY, UNTIMELINESS OR INCOMPLETENESS OF A USER’S REPRESENTATIONS OR WARRANTIES, AND/OR (D) ANY INACCURACY, UNTIMELINESS, OR INCOMPLETENESS OF ANY AND ALL INFORMATION AND/OR CONTENT OBTAINED OR ACCESSED BY OR THROUGH THE SERVICES. FURTHER, IF YOU ARE A RESIDENT OF THE STATE OF CALIFORNIA, YOU WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “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.” YOU UNDERSTAND THAT ANY FACT RELATING TO ANY MATTER COVERED BY THESE TERMS MAY, AT SOME TIME IN THE FUTURE, BE FOUND TO BE TRUE, AND YOU ACCEPT AND ASSUME THE RISK OF SUCH POSSIBLE DIFFERENCES IN FACT. IN ADDITION, YOU EXPRESSLY WAIVE AND RELINQUISH ANY AND ALL RIGHTS WHICH YOU MAY HAVE HAD UNDER ANY OTHER STATE OR FEDERAL STATUTE OR COMMON LAW PRINCIPLE OF SIMILAR EFFECT, TO THE FULLEST EXTENT PERMITTED BY LAW.
- Assumption of the Risk.
YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING THE SERVICES OR CONDUCTING ANY BUSINESS, CONSULTATION, OR TRANSACTION RELATED TO RELIANCE OF THE SERVICES. THEREFORE, YOU, ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT, YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY SOLUTIONEERING, LIMITED LIABILITY COMPANY AND ITS AFFILIATES FROM ANY AND ALL CLAIMS FOR DATA LOSS, BREACH OF DATA INPUTTED THROUGH THE USE OF THE SAAS ITSELF, LOSSES DUE TO HACKING OF THE SAAS OR THE SERVICES, BODILY INJURY, PROPERTY DAMAGE, WRONGFUL DEATH, EMOTIONAL DISTRESS, OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM ANY ASPECT OF OUR SERVICES OR ANY SUCH DAMAGES RELATED TO YOUR RELIANCE ON OUR WEBSITE, SAAS AND OUR SERVICES TO BENEFIT OR SERVICE A THIRD PARTY.
- Limitation of Liability.
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR PERSONAL INJURY RELATED TO OR RESULTING FROM ANY ASPECT OF THE SERVICES, OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO (A) THESE TERMS, (B) ANY ASPECT OF OUR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (BREACH OF CONTRACT, A BREACH OF WARRANTY, NEGLIGENCE, PRODUCTS LIABILITY, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall our total liability to you for all damages exceed the lesser of (a) one hundred twenty-five dollars ($125.00) or (b) the fees paid by you to us in connection with the Services out of which the Claims arose. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
- Dispute Resolution.
(a) In the event that any dispute arises with respect to our Services, Terms, or any of our Policies, upon our election in our sole discretion, such dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, in Loudoun County, Virginia, and at our option, such arbitration shall be before a single neutral arbitrator selected in our sole and absolute discretion. In the event we elect not to require that a dispute arising with respect to our Services, Terms, or any of our Policies be submitted to binding arbitration as described above, any such dispute shall nevertheless be litigated in the State courts located in Loudoun County, VA or in the U.S. District Court for the Eastern District of Virginia, as the case may be. You shall be liable for and shall reimburse us for our expenses and fees, including attorneys’ fees, in the event any arbitration or litigation arises out of, under, or relating to these Terms or any of our Policies, or your use of our Services. By using our Services, you irrevocably agree and consent to be bound to personal jurisdiction of and venue selection in the state courts located in Loudoun County, VA or in the U.S. District Court for the Eastern District of VA as the case may be, whether either arbitration or litigation arises between us and you. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
(b) YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS USER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS WE AGREE OTHERWISE, THE DECISION-MAKER MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE DECISION-MAKER MAY AWARD RELIEF ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIMS. ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.
(c) You agree that irreparable harm to us would occur in the event that any of the provisions of these Terms, including but not limited to the provisions of Sections 9, 11, and 13 were not performed fully by you or were otherwise breached by you, and that money damages are an inadequate remedy for breach of the Terms because of the difficulty of ascertaining and quantifying the amount of damage that will be suffered by us in the event that these Terms are not performed in accordance with its provisions or is otherwise breached. It is accordingly hereby acknowledged that, notwithstanding any provision of this Section 17, we shall be entitled to petition the courts mentioned in Section 17(a) for an injunction or injunctions to restrain, enjoin and prevent a failure to perform these Terms by you, without posting a bond or other security, and to enforce specifically such provisions of these Terms.
(d) Dispute Resolution Severability. If a court decides that any term or provision relating to our ability to submit any above-mentioned dispute to arbitration or to the above class action waiver according to this Section 17, the parties agree to litigate any such dispute according to Section 17(a) above and to replace any other such terms or provisions of Section 17(a) or Section 17(b) with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Section 17 shall be enforceable as so modified. In any event, the remainder of these Terms will continue to apply.
You agree to indemnify, defend, and hold harmless us and our Affiliates from and against any and all Claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of, under, or relating to: your use, misuse, or inability to use our Services; any infringement of a third- party’s rights; your Device; a breach of a representation or warranty; Content Posted by you to us or other Users; alterations of, loss of, or unauthorized access to any information sent or received or not sent or received by you or us; any defamatory, offensive, fraudulent, or illegal use of our Services by you; any violation of a law or regulation by you relating to the Services; any accidental or improper disclosure of information; and any violation by you of these Terms or any of our other Policies.
Notwithstanding anything herein to the contrary, any provision of these Terms which in accordance with its terms is intended to survive the termination of these Terms, your Account, or your license to use or access the Services shall survive any such termination.
By using the Services, you agree that we may provide you with any notices or other communications about the Services electronically: (a) via email (in each case to the address that you provide), Short Message Service message, or telephone call (in each case to the phone number that you provide), or (b) by posting to the Website. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. We will use best efforts to honor a User’s request to opt out of promotional messages, but under no circumstances will we be liable for Posting any Content to Users.
- Severability; No Waiver.
The representations and warranties and/or covenants set forth herein are each to be construed as a separate agreement, independent of any other provisions of these Terms. Further, the invalidity or unenforceability of any provision, word, phrase, clause, sentence, paragraph or section of these Terms shall in no way affect the validity or enforceability of any other provision, word, phrase, clause, sentence, paragraph or section of these Terms, and any such invalid or unenforceable provision that is overbroad shall be deemed narrowed to the broadest term permitted by applicable law and shall be enforced as narrowed. If one or more of the provisions in these Terms deemed invalid or unenforceable, then the remaining provisions will continue in full force and effect. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us as determined by us.
- Our Relationship with You.
With respect to you, we are an independent contractor only. Nothing in these Terms shall be deemed or is intended to deem the relationship between you and the Company as anything more than a consumer relationship. The Company and Users do not have an employer-employee, partner, joint venturer, joint associates for profit, or agency relationship. Users are not our employees, independent contractors, partners, joint ventures, or any agent of the Company of any sort whatsoever.
- Third Parties.
From time to time, we may engage third parties or Affiliates to assist us in providing certain aspects of the Services, including but not limited to marketing functions. You agree that we may engage such third parties in providing Services to you, as determined by us.
26. Entire Agreement; Modification.
These Terms together with our Polices any other document referenced herein constitutes the entire understanding between us and you with respect to the subject matter hereof. You agree that we may amend, modify, or alter these Terms and/or our Polices at any time in our sole discretion. We will notify you about changes to these Terms by placing the updated Terms on the Website. You agree that your use of the Services after such notification will constitute acceptance by you of such changes to the Terms.
- Headings; Interpretation.
Section headings in these Terms are for convenience only, and shall not govern the meaning or interpretation of any provision of these Terms. Further, whenever the context requires, all words, including but not limited to defined capitalized terms, will include the masculine, feminine, and neuter, and each word will include the singular form, plural form, and other conjugations of that word.
- Governing Law; English Language.
You represent and warrant that you shall comply with all applicable laws, statutes, ordinances, and regulations regarding use of the Services. Those who access or use the Services do so at their own volition and are entirely responsible for compliance with applicable law. Your use of our Services, is subject to export and re- export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department’s Office of Foreign Assets Control. You shall not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any User without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.
We value your comments and opinions. If you have questions, comments or a complaint about these Terms, you may send a written notice to us at: email@example.com 205 Van Buren Street, Suite 120, Herndon, VA 20170.