Terms of Use

Last Modified: September 28, 2021

General. These Terms of Use, including our Privacy Policy, which is incorporated herein by this reference (collectively, the “Terms”), are a binding contract between you and CentiVox Media Group, LLC 1 (the “Company”, “us” or, “we”).

You understand and agree that by clicking the “I AGREE” button or by accessing, or using the software, products, services, applications or any associated documentation or information (collectively, the “Company Materials”) accessible on our website www.Centivox.com (the “Website”, and collectively, with the Company Materials, the “Platform”), you will be bound by these Terms. If you agree to these Terms on behalf of a business or organization, you represent and warrant that you have the authority to bind that business or organization to these Terms and your agreement to these Terms will be treated as the agreement of the business or organization. In that event, “you” and “your” will refer to and apply to the user of the Platform or that business or organization, as required by the context. If you do not agree with these Terms, the Company is not willing to and does not license to you and you may not use the Platform.

Your License; Restrictions. The Platform is licensed and not sold to you. During the term of your subscription (or if you are an End User, as defined below, for any period during which you are otherwise allowed to use the Website as described in these Terms), the Company grants to you a revocable, limited, non-transferable, non-exclusive license to use the Platform, solely as set forth in the Use Limitations applicable to you, as described below. Except for the limited license granted in these Terms, the Company and its licensors retain all right, title and interest in and to the Platform, all copies thereof, and all proprietary rights therein, including copyright, patent, trademark and trade secret rights. You may not copy or distribute the Platform, except to the extent that copying is necessary to use the Platform for the purposes set forth herein. You may not reverse engineer, decompile, disassemble, modify, or create derivative works of the Platform. You may not alter or modify any disabling mechanism which may be included in the Platform. You may not assign, sublicense, rent, timeshare, loan, lease, or otherwise transfer the Platform, or directly or indirectly permit any third party to copy the Platform. You may not remove any proprietary notices (e.g., copyright and trademark notices) from the Platform. All use of the Platform shall be in accordance with these Terms. You shall be solely responsible for ensuring that your use of the Platform is in compliance with all applicable federal, state and local laws, rules and regulations.

Use Limitations. How you can use the Platform or the Website depends on who you are, and the purpose for your use (the “Use Limitations” as applicable to the type of user): (i) if you are a consumer end-user of the Website (an “End User”), then your use of the Platform is limited to accessing and viewing publicly available information on the Website solely for informational purposes; (ii) if you are a paid subscriber who is a subject matter expert professional (a “Professional Member”), then your use of the Platform is limited to accessing the products and services described as being part of your membership on the Website; (iii) if you are a member of the media and also a paid subscriber (a “Media Member”), then your use of the Platform is limited to accessing the information on the Platform solely for the purpose of gaining access to the information of Professional Members available on the Platform, and you may also request contact with Professional Members.

Account Access and Ownership. To access and use the Platform as a Professional Member or a Media Member, you agree to provide the Company with accurate and complete information when you register and to keep such information accurate and complete while you have a subscription for the Platform. Professional Members and Media Members are required to fill out a profile, and include all relevant information about themselves, their activities, their expertise, honors and memberships, and whatever other information you select to include, and maintain such information up to date at all times (all of this information, collectively, “Your Data”). You hereby represent and warrant, at the time you enter into these Terms and throughout the term of your relationship with the Company, that all information you submit or post to the Platform or make available thereon is true, accurate and up to date, and that you have all rights and licenses required to use and publicly display such information on the Platform, and to allow the Company to display it as part of your profile. You hereby agree to indemnify the Company, its affiliates and each of their respective employees, officers, directors, shareholders, members, owners, managers and representatives from and against any and all claims, losses, expenses, costs (including attorney’s fees and legal costs) that may arise as a result of your actual or alleged breach of the foregoing representation and warranty.

Data License. You hereby grant to the Company a limited, royalty free, fully paid up right and license to use, display, publish, perform, copy and create derivative works of Your Data, for the purpose of making the Platform available to our customers, and providing our products and services to our members and End Users.

Password Security. If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or the Platform. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms. You are solely responsible for maintaining the confidentiality of your user name and password and solely responsible and liable for any and all activities that occur with respect to your account.

Intellectual Property Rights. The Platform (including the Website) and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform (including the Website), except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print or download one copy of a reasonable number of pages of the Platform for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
• If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

• Modify copies of any materials from the Platform.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms, your right to use the Platform will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Platform not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

Trademarks. The Company name, the terms CENTIVOX MEDIA GROUP, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Platform are the trademarks of their respective owners.

Prohibited Uses. You may use the Platform (including the Website features) only for lawful purposes and in accordance with these Terms. You agree not to use the Platform (or the Website):

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms.
• To transmit, or procure the sending of, any advertising or promotional material (except as the Platform functionality makes available specifically for such purposes), including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm the Company or users of the Platform or expose them to liability.

Additionally, you agree not to:

• Use the Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform.
• Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
• Use any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Website.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform.
• Copy, mirror or otherwise attempt to replicate or reproduce the Platform.
• Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Platform.

User Contributions. The Platform may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively,  “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Platform. All User Contributions must comply with the Content Standards set out in these Terms. Any User Contribution you post to the Platform will be considered non-confidential and non-proprietary. By providing any User Contribution on the Platform, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for the purpose of making the Platform available and providing our products and services to our customers.

You represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
• All of your User Contributions do and will comply with these Terms.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Platform.

Monitoring and Enforcement; Termination. We have the right to:

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates these Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the public, or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform.
• Terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on the Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards. These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote, or assist any unlawful act.
• Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Reporting Claims of Copyright Infringement. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Platform infringe your copyright, you may request removal of those materials (or access to them) from the Platform by submitting written notification to our Designated Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (”DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

• Your physical or electronic signature.
• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Platform, a representative list of such works.
• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
• Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the written notice is accurate.
• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our Designated Copyright Agent to receive DMCA Notices is:
Amy Thogmartin
CentiVox Media Group LLC
441 4th Street, Brooklyn, NY 11215
347-404-3717
amy@centivox.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Platform is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA

Counter-Notification Procedures. If you believe that material you posted on the Platform was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to our Designated Copyright Agent (identified above). Pursuant to the DMCA, the Counter-Notice must include substantially the following:

• Your physical or electronic signature.
• An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
• Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
• A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
• A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Platform may be found) and that you will accept service from the person (or an agent of that person) who provided the Platform with the complaint at issue.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.

Please be aware that if you knowingly materially misrepresent that material or activity on the Platform was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Fees and Renewals. You agree to pay the Company’s then-current and applicable subscription fees for use of the Platform, and such costs may differ depending on whether you are a Professional Member or Media Member. The fee structure is described in the Company’s pricing schedule, available upon request. Unless you notify the Company that you do not want your subscription to be auto-renewed, you agree that the Company will automatically renew your subscription to the Platform and automatically charge you the then-current renewal fees for such renewed subscription using the credit card associated with your subscription. Subscription fees will be payable on a monthly basis, corresponding with your monthly membership to use the Platform. If you choose not to renew your membership, you must notify us immediately, and upon such notification, we will take steps to ensure you are not charged for the following month’s subscription. In that case, your subscription will end on the next applicable renewal date (when your credit card would have been charged for the next monthly billing cycle).

Reliance on Information Posted. The information presented on or through the Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH MATERIALS BY YOU OR ANY OTHER VISITOR TO THE PLATFORM, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS. This Platform includes content provided by third parties, including potentially, materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Platform. We may update the content on this Platform from time to time, but content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Website. All information we collect on this Platform is subject to our Privacy Policy. By using the Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Linking to the Platform and Social Media Features. You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part. This Platform may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on this Platform.
• Send emails or other communications with certain content, or links to certain content, on this Platform.
• Cause limited portions of content on this Platform to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with. Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you.
• Cause the Platform or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
• Link to any part of the Platform other than the Website homepage.
• Otherwise take any action with respect to the materials on this Platform that is inconsistent with any other provision of these Terms.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Platform. If the Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions. The owner of the Platform is based in the state of New York in the United States. We provide this Platform for use only by persons located in the United States. We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Term and Termination. These Terms and your license to the Platform will commence at the time and on the day you click the “I AGREE” button or install, access, or use the Platform, whichever is earlier. These Terms, your license and your subscription to the Platform will automatically terminate or expire upon the earlier of (i) non-renewal, cancellation, or expiration of your subscription or your failure to pay invoices when due, (ii) The Company’s discontinuance of the Platform, or (iii) failure to comply with these Terms. If you are an End User, subject to the remaining provisions in these Terms, your license to use the Website will continue indefinitely, for so long as you use the Website, if the Website continues to be available to you and so long as you comply with these Terms. If any third party makes an intellectual property infringement claim relating to the Platform, The Company reserves the right to immediately terminate your subscription to the affected The Platform. THE COMPANY MAY, IN ITS SOLE DISCRETION, DENY USE OF AND ACCESS TO ALL OR ANY PORTION OF THE PLATFORM, INCLUDING SUSPENDING OR TERMINATING YOUR LICENSE AND ACCOUNT WITH THE COMPANY IF YOU ARE USING THE PLATFORM IN A MANNER NOT INTENDED OR IN VIOLATION OF LAW. All provisions that by their nature are expected to survive expiration or termination hereof shall so survive.

Effect of Non-Renewal or Termination. Upon any non-renewal, termination, or expiration of your subscription to the Platform (i) the licenses granted herein will automatically and immediately terminate and you will have no further right to use the Platform, (ii) your use of the Platform may be disabled by the Company without notice to you, and (iii) you will no longer have the right to access or retrieve Your Data.

DISCLAIMER. THE PLATFORM MAY CONTAIN OR THE COMPANY MAY PROVIDE TO YOU THIRD PARTY PRODUCTS, INFORMATION, DATA, SOFTWARE, OR PROGRAMMING (“THIRD PARTY COMPONENTS”). THE PLATFORM AND ALL THIRD PARTY COMPONENTS ARE PROVIDED “AS IS,” “WHERE IS,” “AS AVAILABLE,” “WITH ALL FAULTS” AND, TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT WARRANTY OF ANY KIND. THE COMPANY AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE PLATFORM AND THE THIRD PARTY COMPONENTYS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ANY WARRANTIES REGARDING QUIET ENJOYMENT, QUALITY OF INFORMATION, SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY OF DATA AND PERFORMANCE. THE COMPANY DOES NOT WARRANT THAT THE PLATFORM OR THIRD PARTY COMPONENTS WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PLATFORM OR THIRD PARTY COMPONENTS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PLATFORM OR THIRD PARTY COMPONENTS WILL BE CORRECTED, OR THAT ENCRYPTION ALGORITHIMS OR OTHER SECURITY MEASURES WILL BE SECURE OR EFFECTIVE. YOU UNDERSTAND AND AGREE THAT YOUR INSTALLATION, USE AND ACCESS OF THE PLATFORM AND THIRD PARTY COMPONENTS IS AT YOUR SOLE DISCRETION AND RISK AND THAT YOU ARE SOLELY RESPONSIBLE THE RESULTS FROM THE USE THEREOF. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY OUTSIDE THESE TERMS SHALL CREATE ANY ADDITIONAL WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF THE COMPANY’S OBLIGATIONS HEREUNDER. YOU HEREBY WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST THE COMPANY OR ITS AFFILIATES, SUPPLIERS OR LICENSORS ARISING OUT OF YOUR USE OF THE PLATFORM OR THIRD PARTY COMPONENTS. THE PLATFORM MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT (I) VIRUSES, WORMS, TROJAN HORSES, AND OTHER UNDESIRABLE DATA, OR SOFTWARE, OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA. THE COMPANY SHALL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES. YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF YOUR DATA AND SYSTEMS.

Indemnification; Limitation of Liability. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR YOUR CONDUCT AND YOUR DATA RELATED TO THE PLATFORM. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD THE COMPANY AND ITS AFFILITES AND OUR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, OWNERS, MANAGERS, SUPPLIERS AND LICENSORS (COLLECTIVELY, THE “COMPANY PARTIES”) HARMLESS FROM AND AGAINST ANY AND ALL LOSS, COST, DAMAGE, LIABILITY AND EXPENSE (INCLUDING ATTORNEYS’ FEES, EXPERT FEES AND OUT-OF-POCKET EXPENSES) ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH YOUR BREACH OF THESE TERMS AND YOUR USE OF THE PLATFORM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, EXEMPLARY, OR ANY OTHER DAMAGES, INCLUDING DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOST PROFITS OR REVENUES, ARISING OUT OF YOUR USE OR INABILITY TO USE THE PLATFORM OR THIRD PARTY COMPONENTS, EVEN IF THE COMPANY HAS BEEN ADVISED ABOUT THE POSSIBILITY OF SUCH DAMAGES (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR OTHERWISE)). IN ANY CASE AND WITHOUT LIMITING THE FOREGOING, THE ENTIRE LIABILITY OF THE COMPANY PARTIES FOR ALL DAMAGES OF EVERY KIND AND TYPE (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) SHALL BE LIMITED TO THE LICENSE FEES PAID BY YOU TO THE COMPANY IN THE THREE (3) CALENDAR MONTHS PRIOR TO THE DAMAGES ARISING. IF THE PLATFORM IS PROVIDED TO YOU WITHOUT CHARGE, THEN THE COMPANY SHALL HAVE NO LIABILITY TO YOU WHATSOEVER. THE FOREGOING TERMS SET A LIMIT ON THE AMOUNT OF DAMAGES PAYABLE AND ARE NOT INTENDED TO ESTABLISH LIQUIDATED DAMAGES. YOU EXPRESSLY RECOGNIZE AND ACKNOWLEDGE THAT SUCH LIMITATION OF LIABILITY IS AN ESSENTIAL PART OF THIS AGREEMENT AND IS AN ESSENTIAL FACTOR IN ESTABLISHING THE PRICE OF THE PLATFORM. Some jurisdictions do not allow the exclusion of incidental or consequential damages, or the limitation on how long an implied warranty lasts, so some of the foregoing terms may not apply to you.

Governing Law and Arbitration. These Terms shall be governed, construed and enforced in accordance with the laws of the State of New York without reference to conflicts of law principles. The parties agree that the exclusive jurisdiction of any actions arising out of, relating to, or in any way connected with these Terms, shall be in the state or federal courts, as applicable, located in the City, County and State of New York.

Export. You shall not export, directly or indirectly, the Platform to any country for which the United States requires an export license or other governmental approval. You shall defend, indemnify and hold the Company Parties harmless from and against any and all damages, fines, penalties, assessments, liabilities, costs and expenses (including attorneys’ fees, expert fees and out-of-pocket expenses) arising out of any claim that the Platform was exported or otherwise shipped or transported by you in violation of applicable laws, rules and regulations.

General. These Terms, which incorporate the Privacy Policy constitute the entire understanding of the parties and supersede all prior and contemporaneous written and oral agreements with respect to the subject matter hereof. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of these Terms. As used in these Terms, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” If one or more of the provisions herein shall be held invalid, illegal, or unenforceable in any respect, the validity, legality and enforcement of the remaining provisions shall not be affected or impaired. The failure to enforce or the waiver by either party of a default or breach of the other party shall not be considered to be a waiver of any subsequent default or breach. If you or the Company cannot perform obligations under these Terms because of any act of God, accident, strike, court order, fire, riot, war, failure of third party equipment, or any other cause not within the affected party’s reasonable control and that could not be avoided through the exercise of reasonable care and diligence (a “Force Majeure Event”), then the non-performing party will: (i) promptly notify the other party; (ii) take reasonable steps to resume performance as soon as possible; and (iii) not be considered in breach during the duration of the Force Majeure Event. If a Force Majeure Event continues for five (5) or more business days, The Company may terminate your subscription to the Platform and these Terms by providing written notice to you. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT.