Please read the following terms and conditions of service (the “Terms of Service”) carefully, including the Arbitration provisions set out in Section 20, because they describe your rights and responsibilities and form a legally binding agreement between you and Intoo, LLC. If you do not agree with all of the Terms of Service, you are prohibited from using this Site or any part of the Service.
Intoo, LLC, with offices at 10880 Wilshire Boulevard, Suite 1101, Los Angeles, CA 90024 (referred to as, “Intoo”, “we”, “us”, “our”) provides the www.yournextstep.com website along with other Intoo websites (collectively, the “Site”). The Site includes a variety of services, online and mobile applications, downloadable software, products and features, including, but not limited to, CareerArc Outplacement, Your Next Step, Candidate Care, and all available on various mediums or devices now known or hereafter developed (collectively, the “Services”). The Services and the Site are provided to you (also referred to as “‘your” or “User”) subject to your compliance with all the terms, conditions, and notices contained or referenced herein (these “Terms of Service”) as well as any other written agreement between us. In addition, when using particular Services or materials, Users shall be subject to any posted guidelines or rules applicable to such Services or materials that may contain terms and conditions in addition to those contained in this Terms of Service. All such guidelines or rules are hereby incorporated by reference into this Terms of Service. If you are a Subscriber (as defined below) to one or more of the Services, you may additionally be required to execute a separate written contract, which incorporates this Terms of Service by reference.
TO VISIT OR USE ANY SITE OR SERVICE, YOU MUST BE 13 YEARS OF AGE OR OLDER AND, IF YOU ARE UNDER THE AGE OF 18 OR THE AGE OF MAJORITY IN YOUR JURISDICTION, YOU MUST BE UNDER THE DIRECT SUPERVISION OF A PARENT, LEGAL GUARDIAN OR OTHER RESPONSIBLE ADULT. BY CLICKING THE "I AGREE", “I ACCEPT” BUTTON, OR ANOTHER SIMILAR BUTTON EXPRESSING YOUR CONSENT DURING REGISTRATION, OR BY ACCESSING, VISITING, BROWSING, USING, SIGNING IN OR ATTEMPTING TO INTERACT WITH ANY PART OF THE SITE OR SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS TERMS OF SERVICE. IF YOU DO NOT AGREE TO BE BOUND BY THIS TERMS OF SERVICE, DO NOT ACCESS OR USE ANY PART OF THE SITE OR SERVICES.
We reserve the right to amend this terms of service at any time without specific notice to you. The latest Terms of Service will be posted on the Site, and you should review the Terms of Service prior to using the Site OR SERVICES. YOUR CONTINUED USE OF ANY PART OF THE SITE OR SERVICES CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES.
Subject to these Terms of Service, Intoo grants you a limited, personal, revocable, non-exclusive, non-transferable license, with no right to sub-license or create derivative works, to access the Site and the Services. We may modify, replace, refuse access to, suspend or discontinue the Site or the Services, partially or entirely. Access to the Site and the Services is licensed, not sold, and this Terms of Service grants no right, title or interest in any intellectual property owned or licensed by Intoo in the Site or the Services.
If applicable, you may install and personally use any software associated with the Services (“Software”) only in object form on a personal or business device controlled by you for your own non-commercial use or benefit. You must not, and must not allow any third party, to modify, adapt, translate, alter, reverse engineer, copy, decompile, reverse assemble, disassemble, or create derivative works (as defined by the U.S. Copyright Act) or improvements (as defined by U.S. patent law) from the Software or any portion thereof, or otherwise attempt to discover any source code or in any way ascertain, decipher, or obtain the communications protocol for accessing the Software.
USE OF THE SERVICES
Certain of the Services may only be accessed by Users that have paid a service fee or signed a separate contract with Intoo to access one or more of the Service, which contract may incorporate these Terms of Service by reference (“Subscribers”). Subscribers fall into one or more of the groups below:
- Individuals or business entities which have licensed one or more of the Services (“Clients”).
- Authorized employees or agents of Clients which have setup an account to use one or more of the Services.
- Former or transitioning employees from our Clients who are seeking career information, preparation, and/or employment, and who have obtained a valid password to access the Services.
ACCESS TO SERVICES; PASSWORDS
When you sign up to become a User, you may be asked to install certain of the Services using various social networks, including, but not limited to, Facebook, LinkedIn or Twitter. You are entirely responsible for maintaining the confidentiality of any account or password associated with Facebook, LinkedIn, Twitter, or any other social network.
Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in any account stored or hosted on the Services, and you further acknowledge and agree that all rights in and to such accounts are and shall forever be owned by and inure to the benefit of Intoo. You may not transfer, share or make available your Site account information to others. Any distribution by you of your Site account information may result in suspension, termination or cancellation of your access to the Services.
THIRD PARTY OR USER CONTENT
Content (as defined below) available through the Site or the Services often represents the opinions and judgments of an information provider, User, Subscriber, or other person or entity not associated with Intoo. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized Intoo spokesperson speaking in his/her official capacity.
In addition, the materials on this Site may include sample or form agreements, letters, guidance, recommendations, best practices, market research or other documents of a similar nature. These materials are provided solely as examples of typical documents of their kind, and their delivery and use on our Site does not constitute legal, accounting, human resources, careers, or other professional advice. Under no circumstances will Intoo be liable for any loss or damages caused by your reliance on information or advice obtained through the Site or the Services, including your use of any of the foregoing materials. It is your responsibility to evaluate the accuracy, completeness, or usefulness of any information, opinions, advice, or other Content available on or through the Site or the Services.
Users and Subscribers are solely responsible for any and all content, submissions and communications, including user comments, photos, images, sounds, files, and other material or information (collectively, “User Content”), that they post or transmit to the Site or through use of the Services, or to any User or Subscriber of the Sites or Services, as well as for the consequences of such postings and transmissions. You acknowledge that any reliance on any User Content posted or transmitted by another User or Subscriber will be at your own risk. We assume no responsibility for any User Content and we assume no responsibility for the activities, omissions or other conduct of Users or Subscribers. We act as a portal for the online distribution and publication of User Content and we have no obligation to screen communications or information in advance and we are not responsible for screening or monitoring any User Content or communications.
USE OF COMMUNICATION SERVICES
The Site or Services may contain forums, bulletin board services, chat areas, job or message boards, news groups, communities, personal web pages, calendars, or other message or communication facilities (collectively, "Communications Services"). You agree to use the Communication Services only to post, send and receive messages and User Content that are proper and related to the particular Communication Service. Among other actions, when using a Communication Service, you agree that you will not post, send, submit, publish, or transmit in connection with the Site or Services any User Content or material that:
- You do not have the right to post, including proprietary material of any third party, such as files containing software or other material protected by Intellectual Property Rights (or by rights of privacy or publicity);
- Advocates illegal activity or discusses an intent to commit an illegal act;
- Does not pertain directly to the Site or Services;
- Threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, vulgar, indecent, pornographic, racist, abusive, harassing, threatening or offensive;
- Seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
- Harvests or otherwise collects information about others, including e-mail addresses, without their consent;
- Violates any law or may be considered to violate any law;
- Impersonates or misrepresents your intentions or connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of your content or intentions;
- Falsifies or deletes any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is permissible uploaded;
- Advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as may be specifically authorized on this Site or via a separate executed contract with Intoo;
- Solicits funds (e.g., initial investments or deposits), advertisers or sponsors;
- Includes files or programs that contain viruses, worms and/or Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications;
- Amounts to a "pyramid" or other like scheme, including contests, chain letters, and surveys;
- Disobeys any policy or regulations including any code of conduct or other guidelines, established from time to time regarding use of the Site or any networks connected to the Site; or
- Contains hyper-links to other sites that contain content that falls within the descriptions set forth above.
Intoo reserves the right but not the obligation, to monitor use of the Site and Services to determine compliance with these Terms of Service, as well as the right to remove or refuse any information for any reason. Intoo reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever. Intoo also reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in its sole discretion. Materials uploaded to a Communication Service may be subject to posted limits on use, reproduction and/or dissemination and you are responsible for abiding by such limitations with respect to your submissions, including any User Content or downloaded materials.
Any and all User Content that you submit (e.g., by uploading or transmitting) to the Site or in connection with your use of the Services shall be deemed, and shall remain, your property from the moment of creation. Notwithstanding anything to the contrary in these Terms of Service, you remain solely responsible for the content of your submissions. We are not responsible for any public display or misuse of your User Content. We do not, and cannot, pre-screen or review all User Content, and therefore cannot be responsible for it. You acknowledge and agree that neither Intoo nor any third party that provides Content to Intoo, will assume or have any liability for any action or inaction by Intoo or such third party with respect to any submission. Intoo cautions you against giving out any personally identifying information about yourself in any Communication Service. Intoo does not control or endorse the content, messages or information found in any Communication Service and, consequently, Intoo specifically disclaims any liability with respect to the Communication Service and any actions resulting from your participation in any Communication Service.
You hereby grant to Intoo a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, or other information communicated to Intoo through the Site or Services (together, the "Submission"), and to incorporate any Submission in other works in any form, media, or technology now known or later developed. Intoo will not be required to treat any Submission as confidential, and may use any Submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future Intoo operations.
You represent and warrant that you have all the rights and authority necessary to grant the rights to any User Content you submit on the Site or in connection with the Services and such User Content will not violate the rights of any third party, including without limitation any copyright, property, or privacy right. Intoo reserves the right to remove User Content at any time without prior notice.
You may not access or use the Site or the Services for any other purpose other than that for which Intoo makes it available, including, but not limited to, for individuals seeking employment and career information, and employers seeking employees or interns. Certain activities, even if legal, may violate the common rules of etiquette as determined by Intoo in its sole discretion. Prohibited activities include, but are not limited to:
- Criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, copyright infringement, patent infringement, or theft of trade secrets;
- Advertising to, or solicitation of, any other Users to buy or sell any products or services;
- Posting or transmitting any unsolicited advertising, promotional materials, junk mail, "spam," chain letters, unsolicited bulk email, contests, promotions or any other form of solicitation. If you breach the terms of this subsection and send or post unsolicited bulk email, "spam" or other unsolicited communications of any kind through the Site or while using the Services, you acknowledge that you will have caused substantial harm to Intoo, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm to Intoo, you agree to pay Intoo US$50.00 for each such unsolicited communication.
- Using any information obtained from the Services in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent;
- Engaging in any automated use of the system, such as using scripts to add friends or send comments or messages;
- Interfering with, disrupting, or creating an undue burden on the Services or the networks or services connected to the Site and the Services;
- Attempting to impersonate another User or person;
- Using the username of another User;
- Selling or otherwise transferring your profile;
- Using any information obtained from the Services in order to harass, abuse, or harm another User or person;
- Altering, reverse engineering, decompiling reverse assembling, disassembling any part of the Services, or otherwise attempting to discover any source code related to the Services;
- Displaying an advertisement, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the Services on behalf of that person, such as posting blogs or bulletins with a commercial purpose;
- Using the Services in a manner inconsistent with any and all applicable laws and regulations; or
- Data scraping and data mining activities. If you data scrape or data mine any portion of the Site or Services, you agree to pay Intoo US$50,000.00 for each incident.
THIRD PARTY CONTENT AND LINKS
The Site and Services provide content and material from third parties, and links to, and references, third party web sites, content and material not controlled by us (collectively, "Third Party Content"). You acknowledge and agree that we neither endorse nor are responsible or liable for the availability, accuracy, currency or reliability of any Third Party Content. Any concerns regarding such Third Party Content should be directed to the third party. Under no circumstances will we be liable for any loss or damage caused by any use or reliance on Third Party Content or any purchase or use of goods or services from any third party referenced on the Site or through use of the Services. Nothing on the Site or available through use of the Services shall be deemed to be a recommendation of any third party, Third Party Content or third party products or services, or to constitute any representation or warranty as to a third party's qualifications, services, products, offerings, information or any other content. The Third Party Content that is provided through our database search products may be used for the period for which you have purchased a subscription. You may make one copy for personal use and use such information for your internal use only relating to internships, career opportunities, career services, career information and employment. Upon expiration or termination of your subscription, you shall destroy all originals and copies of such information unless you are otherwise instructed by us or the third party and upon request, provide us or the third party with certification that you have done so.
SITE SECURITY AND INTEGRITY
You are prohibited from using any Intoo Service or facilities provided in connection with this Site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Intoo reserves the right to release your details to system administrators at other websites in order to assist them in resolving security incidents. Intoo reserves the right to investigate suspected violations of this Terms of Service. Intoo reserves the right to fully cooperate with any law enforcement authorities or court order requesting or direction Intoo to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Service. BY ACCEPTING THESE TERMS OF SERVICE YOU WAIVE AND HOLD HARMLESS INTOO FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY INTOO DURING OR AS A RESULT OF ITS INVESTIGATIONS OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER INTOO OR LAW ENFORCEMENT AUTHORITIES. Users may not violate or attempt to violate the security, efficiency, reliability, or integrity of the Site, the Services, the Software, or the Content in any way, including, without limitation: (a) Accessing Content, data, features or functionality on the Site or through use of the Services for which your password is not authorized or accessing or logging into a server or account that you are not authorized to access; (b) Deleting or revising any Content (including, but not limited to, legal notices) posted by us, or any other person or entity not related to you; (c) Aggregating, copying or duplicating in any manner or framing of or linking to any of the Content; and (d) Using the Content on any other web site or in a networked computer environment for any purpose.
The Site and Services, along with the material and content accessible from the Site and Services (collectively, the “Content”), contain proprietary and confidential information that is protected by Intellectual Property Rights, contract and other laws. “Intellectual Property Rights” means all worldwide statutory and common law rights in, arising out of, or associated with: (i) patents and patent applications including, without limitation, divisions, continuations, continuations-in-part, extensions, and reissues of the foregoing; (ii) works of authorship including copyrights, copyright applications, copyright registrations, and moral rights; (iii) trade secrets, know-how, inventions, discoveries, designs, processes and other proprietary information, all developments of any of the foregoing and in each case whether protected or protectable; and (iv) trademarks, service marks, logos, and trade dress rights, including, without limitation, applications for, registrations of, and goodwill in the foregoing. All Content is the property of Intoo, or its content providers, service providers, suppliers, or licensors (collectively, “Licensors”). Accordingly, the Content may not be copied, distributed, republished, uploaded, posted, or transmitted by you in any way without the prior written consent of Intoo, except that you may print out a copy of the Content solely for your personal use. In doing so, you may not remove or alter, or cause to be removed or altered, any intellectual property, or any other proprietary notice or legend appearing in, or on, any of the Content. Modification or use of the Content except as expressly provided in this Terms of Service violates Intoo’s and its Licensor’s Intellectual Property Rights. Neither title, ownership or Intellectual Property Rights to the Site and Services are transferred to you by access to the Site and use of the Services. The compilation (meaning the collection, arrangement and assembly) of the Content is the exclusive property of Intoo.
Misappropriation or unauthorized use by others of the Content for commercial gain would unfairly and/or irreparably harm Intoo, its affiliates and its Licensors or reduce Intoo’s, its affiliates’ and its Licensors’ incentive to create, develop and maintain such information. You will not commit or knowingly assist any act or omission that would contest or impair any of Intoo, its affiliate or is Licensors’ Intellectual Property Rights in the Content or that would cause the Content to infringe the Intellectual Property Rights of a third party. You agree to notify Intoo and its suppliers immediately upon obtaining any information regarding a threatened or actual infringement of their rights. You also agree that you will not use any Content in listings or advertisings in any manner without the prior written approval of such party.
You must retain all copyright, trademark, service mark and other proprietary notices contained in the Content on any copy you make of such material
We reserve the right, in our sole discretion, to deny access to the Site or Services by any User or Subscriber, or to modify, suspend or terminate any User's or Subscriber’s access to or use of the Site or Services at any time, for any reason or for no reason, without notice. We may also, in our sole discretion and at any time, discontinue providing any of the Site or Services, or any part thereof, with or without notice.
You agree that any termination of your access to any of the Site or Services under any provision of this Terms of Service may be effected without prior notice, and you agree that we may immediately deactivate or delete your account and all related information and files in your account and bar any further access to such files or the Site or the Services. You agree that we shall not be liable to you or any third party for any termination of your access to the Site or Services.
We reserve the right to expel Users and Subscribers, and prevent their further access to the Site or Services for violating this Terms of Service, suspected fraudulent activity or the law, and we may take any action with respect to User Content and violations of system or network security that we deem necessary or appropriate in our sole discretion, including, but not limited to, suspension, termination of the account or pursuing any legal remedies, including civil and criminal penalties. We may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations.
Upon termination, you must (a) cease any access to the Site or use of the Intoo Service or its components, and any third-party data; (b) if applicable, remove the Software from all hard drives, networks and/or other storage media; and (c) if applicable, destroy all copies of the Software in your possession or under your control. All rights in any third-party data, any third-party software, and/or any third-party data servers are reserved and remain with the respective third parties. These third parties may enforce their rights against you directly.
DISCLAIMER OF WARRANTIES
You expressly understand and agree that:
- YOUR USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK. THE SITE, SERVICES AND ALL CONTENT, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, INTOO AND ITS LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT EVERY BUSINESS DECISION INVOLVES THE ASSUMPTION OF A RISK AND THAT INTOO AND ITS LICENSORS, IN FURNISHING THE CONTENT TO YOU, DO NOT UNDERWRITE THAT RISK IN ANY MANNER WHATSOEVER.
- INTOO AND ITS LICENSORS MAKE NO WARRANTY THAT: (I) THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE SITE OR SERVICES WILL BE CORRECTED, (IV) THAT THE SITE OR SERVICES (OR ANY SERVER THROUGH WHICH YOU ACCESS THE SITE OR SERVICES) OR SERVICES IS FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL CODE OR COMPONENTS THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES, (V) ANY CONTENT OR COMMUNICATION WILL BE VIEWED BY ANY MINIMUM OR SPECIFIC NUMBER OF USERS OR BY ANY PARTICULAR USER; OR (VI)THE SITE, SERVICES OR CONTENT, IS CORRECT, ACCURATE, RELIABLE, COMPLETE, OR TIMELY.
- ANY SOFTWARE OR CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH SOFTWARE OR MATERIAL.
- CERTAIN SERVICES ACT AS A PLATFORM FOR EMPLOYERS TO POST JOB AND INTERNSHIP LISTINGS, AND FOR JOB CANDIDATES TO POST RESUMES AND REGISTRATION DATA. INTOO IS NOT INVOLVED IN THE ACTUAL TRANSACTION BETWEEN EMPLOYERS AND JOB CANDIDATES, AND IS NOT TO BE CONSIDERED AN EMPLOYER WITH RESPECT TO YOUR USE OF THE SITE OR SERVICES, AND SHALL NOT BE RESPONSIBLE FOR ANY EMPLOYMENT OR INTERNSHIP DECISIONS OR ACTIONS, FOR WHATEVER REASON, MADE BY ANY ENTITY POSTING JOBS ON ANY SITE OR THROUGH USE OF THE SERVICES.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM INTOO OR THROUGH USE OF THE SITE OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TERMS OF SERVICE. THE CONTENT HAS BEEN PREPARED FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND IN NO WAY CONSTITUTES LEGAL, FINANCIAL OR ANY OTHER TYPE OF PROFESSIONAL ADVICE. YOU SHOULD NOT ACT UPON ANY INFORMATION CONTAINED ON THE SITE OR PROVIDED THROUGH USE OF THE SERVICES WITHOUT CONSULTING YOUR OWN LEGAL, FINANCIAL OR OTHER PROFESSIONAL ADVISOR.
LIMITATION OF LIABILITY
- IN NO EVENT SHALL INTOO, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS BE LIABLE TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU, FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND - INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA - ARISING OUT OF OR RESULTING FROM YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, REGARDLESS OF WHETHER INTOO, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.
- INTOO, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE TO YOU FOR ANY LOSS, DAMAGE OR INJURY CAUSED IN WHOLE OR PART BY THEIR NEGLIGENT ACTS OR OMISSIONS IN PROCURING, INTERPRETING, REPORTING, COMMUNICATING OR DELIVERING THE INFORMATION NOR ANY CLAIMS ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES CONTAINED IN THE CONTENT.
- INTOO’S, AND ITS SUBSIDIARIES’, AFFILIATES’, LICENSORS’, EMPLOYEES’, AGENTS’, OFFICERS’, AND DIRECTORS’, MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE SITE OR SERVICES, YOUR USE OF THE SITE AND SERVICES, REGARDLESS OF THE CAUSE OF ACTION, INCLUDING NEGLIGENCE (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL AMOUNT OF ALL FEES PAID TO INTOO BY YOU DURING THE THREE (3) MONTH PERIOD PRECEDING THE IMPOSITION OF LIABILITY; OR (II) $100. YOU COVENANT AND PROMISE THAT YOU WILL NOT SUE INTOO AND ITS SUPPLIERS FOR GREATER THAN THAT AMOUNT. YOU ALSO AGREE TO GIVE INTOO AND ITS SUPPLIERS IMMEDIATE WRITTEN NOTICE OF ALL ACTIONS, CLAIMS, LOSSES AND DAMAGES ARISING OUT OF THE USE OF THE CONTENT.
- SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS INTOO, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS FROM AND AGAINST ANY AND ALL DAMAGES, LIABILITIES, CLAIMS, DEMANDS, COSTS AND EXPENSES, INCLUDING BUT NOT LIMITED TO, REASONABLE ATTORNEYS’ FEES, RESULTING FROM (I) YOUR USE OR MISUSE OF THE SITE OR SERVICES, (II) YOUR USE OF ANY INFORMATION WHICH YOU HAVE NOT BEEN AUTHORIZED TO HAVE ACCESS TO (III) VIOLATION OF THIS TERMS OF SERVICE (AS AMENDED AND IN EFFECT FROM TIME TO TIME), (IV) CONDUCT, COMMUNICATION OR INTERACTION WITH ANY OTHER USER OF THE SITE OR SERVICES OR ANY OF YOUR OTHER ACTIVITIES ON THE SITE OR USE OF THE SERVICES, (V) VIOLATION OF THE RIGHTS OF ANY OTHER USER OF THE SITE OR SERVICES, OR (VI) YOUR USER CONTENT. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.
If you have a dispute with one or more Users, you release us (and our officers, directors, agents, affiliates, subsidiaries, Licensors, joint ventures, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
COPYRIGHTS AND COPYRIGHT AGENT
If you believe any Content on the Site infringes your copyright, you agree to abide by the notice and take down procedures of the Digital Millennium Copyright Act (the “DMCA”) by contacting our copyright agent and providing the following information:
- A description of the copyrighted work or other intellectual property that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Site;
- 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;
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf; and
- A physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest.
You acknowledge that if you fail to comply with all of the requirements for a notice of infringement as specified above, your notice may not be a valid notice under the DMCA.
The name and contact information of our agent for copyright issues is as follows:
10880 Wilshire Boulevard, Suite 1101
Los Angeles, CA 90024
Phone: (888) 879-9357
We will use commercially reasonable efforts to respond expeditiously to claims of copyright infringement using the Services that are reported to our copyright agent in the notification explained above. We reserve the right to remove User Content alleged to be
infringing at any time without prior notice and at our sole discretion. It is Intoo’s policy, in appropriate circumstances and at its discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.
Although the Site or the Services may be accessible worldwide, we make no representation that materials on the Site or available through use of the Services are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Site or Services from other locations do soon their own initiative and are responsible for compliance with local laws. Any offer for any product, service, or information made in connection with the Site or Services is void where prohibited.
In the event that you breach these Terms of Service, you hereby agree that Intoo would be irreparably damaged if these Terms of Service were not specifically enforced, and therefore you agree that Intoo shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of these Terms of Service, in addition to such other remedies as Intoo may otherwise have available to it under applicable laws. In the event any litigation is brought by either
party in connection with these Terms of Service and consistent with Section 20, the prevailing party in such litigation shall be entitled to recover from the other party all the costs, attorneys’ fees and other expenses incurred by such prevailing party in the
DISPUTE RESOLUTION AND GOVERNING LAW
- Timing.You agree that any dispute, controversy, claim or cause of action related to or arising out of your relationship with Intoo or your use of the Service or Site (a “Dispute”) must commence within ONE year after the cause of action for such Dispute accrues. Otherwise, such cause of action is permanently barred.
- Binding Arbitration.You agree that any Dispute shall be finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. 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 that the AAA website www.adr.org. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, Intoo will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in the Terms of Service, you and Intoo may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. In any action to enforce this Terms of Service, the prevailing party will be entitled to costs and attorneys’ fees.
- Restrictions.You and Intoo agree that any arbitration shall be limited to the Dispute between Intoo and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) 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 UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
- Exceptions to Informal Negotiations and Arbitration.You and Intoo agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or Intoo’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, or unauthorized use; and (3) any claim for injunctive relief.
- Location.This Terms of Service is governed and interpreted pursuant to the laws of the State of California, United States of America, notwithstanding any principles of conflicts of law. Any arbitration shall be initiated in the County of Los Angeles, State of California, United States of America. Any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, shall be decided by a court of competent jurisdiction within the County of Los Angeles, State of California, United States of America, and you and Intoo agree to submit to the personal jurisdiction of that court.
- A printed version of this Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
- Notwithstanding the foregoing, any additional terms and conditions on the Site will govern the items to which they pertain.
- No waiver of any provision of the Terms of Service by Intoo shall be effective unless in writing signed by an authorized representative of Intoo. The waiver by Intoo of a breach or violation of any provision of this Terms of Service shall not constitute a waiver by Intoo of any succeeding breach of the same or other provision; nor shall any delay or omission on the part of Intoo to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any such right, power or privilege by Intoo. Any provisions of this Terms of Service that may be invalid shall not affect the validity of enforcement of the remaining valid terms of the Terms of Service.
- Third parties (including affiliates, business partners and Licensors) are intended third-party beneficiaries of the sections titled "Proprietary Information" and "Limitation of Liability".
- You may not assign your rights and obligations under this Terms of Service to any third party, and any purported attempt to do so shall be null and void. We may freely assign our rights and obligations under this Terms of Service.
- You agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of the Site or Services.
- In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and Services available through the Site or otherwise, and arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
- The section headings used herein are for reference only and shall not be read to have any legal effect.
If you have any questions or concerns regarding these Terms of Service, you can contact us by email or by mail:
10880 Wilshire Boulevard, Suite 1101
Los Angeles, CA 90024
Phone: (888) 879-9357