ipiit Terms of Service
Effective: 1 November 2011
Your acceptance of these Terms is required in order for you to access and use the ipiit Services and Site, and by registering on ipiit, or by using our Site or Services, you are entering into a legally binding agreement with ipiit. Please read these Terms carefully. If you do not agree to these Terms, you cannot use the Services or access the Site. We provide the Services subject to your acceptance and ongoing compliance with these Terms. We reserve the right at our discretion to modify these Terms periodically. We will notify you of such changes via an email sent to the email address we have on file for you or via other notification mechanisms. We may require your assent to the modified terms as a condition of your continued access to the Services. Your continued use of the Services after the effective date of such modifications indicates your acceptance to the modified Terms. If you violate any of these Terms, your permission to use the Services and access the Site automatically terminates, unless such violation is waived by ipiit in writing in our sole discretion.
All use of the Services is for your Personal Use only.
You acknowledge that use of the Services requires connection to, and data transfers over, the network and therefore may impact your data usage charges imposed by your wireless operator or other service provider. It’s your responsibility to obtain at your cost all equipment, software and Internet access necessary to use the Services.
"ipiit": ipiit AB, organized under the laws of Sweden, and any legal entity controlled by, under common control with, or controlling ipiit AB. In these Terms, ipiit is referred to by “us”, “we” or “our”, as applicable.
"Content": any text, content, images, videos, audio, information or data (including food, health and nutritional data) accessible via use of the Services, including any of the foregoing provided by a Member or by us.
"Member": you and any other user of the Services.
"Personal Use": use in furtherance of the Member’s own interests and not for the interests of another person or entity. Personal Use excludes, and you agree not to engage in or assist others to engage in, publication or distribution of Content in whole or in part, to the general public at large, such as via online repositories, blogs, websites, or other channels.
"Services": the services, features, functionality and Content provided as part of the ipiit services, via the Site and/or via ipiit software applications.
"Site": ipiit.com and any web pages that are a part of ipiit.com, and via which the Services may be provided.
"Terms": these ipiit Terms of Service, as of the effective date above and as modified from time to time.
1.0 LICENSED RIGHTS TO SERVICES AND CONTENT
1.1 Subject to your compliance with these Terms, particularly sections 2, 3, 4, 6 and 7 below, we grant to you a fee-bearing (unless in our sole discretion we waive payment of fees), non-exclusive, non-transferable, worldwide right and license to use the Services, access the Site, and use the Content, solely and exclusively for your Personal Use. You may not access the Site or use the Services: (a) if you are a direct competitor of us or operating on behalf of a direct competitor; or (b) for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes. You may not have more than one Services account at any given time. You may not sublicense, sell access, resell, transfer, distribute, make derivative works of, monetize or commercially exploit or make available, the Content or Services in whole or in part.
1.2 Subject to your compliance with these Terms, particularly sections 2, 3, 4, 6 and 7 below, each Member contributing Content grants to every other Member the perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, create derivative works of, and distribute such Content (a) in furtherance of utilizing the Services, and (b) solely and exclusively for all Members' Personal Use.
1.3 Each Member grants to us the perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, create derivative works of, and distribute the Content for purposes of providing, developing, improving, promoting and marketing the Services. Further, you agree that we are free to use and implement in perpetuity without compensation, attribution or obligation to you any feedback, benchmarks, requirements, suggestions, criticisms, improvements, recommendations, ideas, and error corrections provided by you to us relating to the Site, Services, Content, or our other products or services.
1.4 No other right or license to the Content is provided, and no other license shall be implied, by course of conduct or otherwise. Each Member retains all right, title and interest in and to such Member's Content, and all associated intellectual property rights, subject to these Terms. We retain all right, title and interest in and to the Site, Services, and all associated intellectual property rights. Except as expressly authorized by these Terms, Members shall not use, reproduce, or distribute Content contributed by other Members or us.
2.0 TERMS APPLICABLE TO CONTENT
2.1 All Content, whether publicly posted on or privately transmitted via the Services, is the sole responsibility of the Member from which such Content originated. The Member, and not us, is entirely responsible for all such Content that the Member contributes. No Member shall transmit Content or otherwise conduct or participate in any activities on the Site and/or as part of Services which, in our sole judgment, is likely to be prohibited by law or violative of third party rights in any applicable jurisdiction, including laws governing libel and defamation, encryption of software, the export of technology, the transmission of obscenity or the permissible uses of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any Content that (a) is hateful, offensive, libelous, defamatory, obscene, abusive, pornographic, lewd, erroneous, or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; (c) constitutes infringement of the intellectual property rights of any party; (d) creates an impression that is incorrect, misleading, or deceptive, including by impersonating others or otherwise misrepresenting your identity or affiliation with a person or entity; and (e) publish or post other people's private or personally identifiable information without their express authorization and permission. You represent and warrant that all Content you submit is accurate and not misleading to the best of your knowledge, is not confidential, and is not in violation of third party rights. We may, in our sole discretion, terminate the Services as to any Content that we believe in our sole judgment is not in compliance with these Terms. We may preserve and disclose Content if required to do so by law or judicial or governmental mandate or as reasonably determined useful by us to protect the rights, property or safety of Site, Members and/or the public.
2.2 Each Member, by using any Service, may be exposed to Content that is offensive, indecent, objectionable, false or erroneous. Each Member must evaluate, and shall bear all risks associated with, the use of any Content, including any reliance on the quality, integrity, accuracy, completeness, or usefulness of such Content. We will not pre-screen or actively review Content, but we may refuse or delete any Content of which we become aware that fails to fulfill the purpose of the Services, is in violation of these Terms, is otherwise contrary to law, or is otherwise inappropriate in our discretion. We do not guarantee the accuracy, integrity or quality of any Content. Under no circumstances will we be liable in any way for any Content, including, but not limited to, liability for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content. We shall have no obligation or liability to any Member to license Content, protect and maintain Content owners' intellectual property rights, or to enforce these Terms. You hereby waive and release any claims you may have against us arising or resulting from use or misuse of your Content, failure to comply with these Terms, or for any act, omission, or conduct of any Member.
2.3 Any Service, Members, or a third party may provide links to other websites or login access via such links, information or data from third party sources, or third party applications (“Third-Party Resources”). Such Third-Party Resources shall not be construed as an endorsement, sponsorship, or affiliation by us. We exercise no control whatsoever over such other Third-Party Resources and are not responsible or liable for the availability thereof or the content, advertising, products or other materials thereon. We shall not be responsible or liable, directly or indirectly, for any damage or loss incurred or suffered by any user in connection with Third-Party Resources. Your access and use of Third-Party Resources, including information, material, products and services therein, is solely at your own risk.
2.4 We do not guarantee the authenticity of the identity of any Member. Members are solely responsible for authenticating the identity of other Members. You acknowledge that identities may be concocted and that other users may be acting under false pretenses or acting without authority.
3.0 REGISTRATION DATA AND SIGN-ON CREDENTIALS3.1 If registration information is requested, you shall provide true, accurate, current and complete information on the Service's registration form ("Registration Data") and maintain and promptly update the Registration Data as necessary. You shall not create an account for anyone other than for yourself as a natural person. If, after investigation, we have reasonable grounds to suspect that any Member's Registration Data is untrue, inaccurate, not current or incomplete, we may suspend or terminate that Member's account and prohibit any and all current or future use of the Services (or any portion thereof) by that Member. We handle Registration Data in accordance with the Privacy Statement accessible at http://www.ipiit.com/privacy.html.
3.2 You may receive or may be permitted to create online ID/user name and password information ("Sign-On Credentials"), and are wholly responsible for maintaining the confidentiality thereof and wholly liable for all activities occurring under such Sign-On Credentials. You shall not transfer to any party your Sign-On Credentials, or use the Sign-On Credentials of another, without our prior written consent. You shall immediately notify us at email@example.com of any unauthorized use of Sign-On Credentials or any other breach of security. We will not be liable for any loss or damage arising from a Member's failure to comply with this section or from unauthorized use of the Sign-On Credentials.
3.3 We may require you to change your username if we believe appropriate (such as when a trademark owner complains about a username that does not closely relate to a user’s actual name).
4.0 SITE INTEGRITY
4.1 You shall not use the Site or Services in any manner that could damage, disable, overburden, or impair any ipiit server, or the network(s) connected to any ipiit server, or interfere with any other party's use and enjoyment of the Site and Services, including falsifying or altering Content posted by others, except via normal and intended operation of the Services. You may not attempt to gain unauthorized access to other accounts, computer systems or networks connected to any of our servers or to any of the Services, through hacking, password mining or any other means, or exploit bugs or vulnerabilities in the Site or Services. You are prohibited from violating or attempting to violate any security features of the Site or Services, including, without limitation, (a) accessing Content not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Services or Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with Services to any Member, user, host, or network, including, without limitation, by means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” (d) using the Site or Services to send unsolicited e-mail or messages, including, without limitation, promotions or advertisements for products or services; (e) publish or link to malicious content intended to damage or disrupt another Member’s browser or computer or to compromise a Member’s privacy or anonymity; (f) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting; (g) accessing or tampering with non-public areas of the Service, our computer systems, or the technical delivery systems of our providers; (h) access or search or attempt to access or search the Service by any means (automated or otherwise) other than through the currently available, published interfaces that are provided by us (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with us; (i) deep link to the Site for any purpose (ie, posting a link to a Site web page other than the home page); (j) aggregate Content in whole or in part with data, content, or information available from other websites or services; (k) remove or obscure any form of advertising on the Site or displayed through the Services; or (l) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by us in providing the Site or Services.
4.2 You shall not engage in harvesting or other collection of information about other Members, including email addresses, without our prior and each such Member's prior written consent. You agree not to “crawl” the Site or use or launch any automated system, including without limitation, "robots", "spiders", etc. that accesses the Site or pulls Content therefrom (other than those used by public search engine providers for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials), including in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using conventional on-line web browsers. We reserve the right to revoke any exceptions granted by these Terms generally or in specific cases.
4.3 You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. The Site and all Services are for your Personal Use only. Except in furtherance of your Personal Use, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Content. Without limiting the generality of the foregoing, you shall not publish, distribute or transmit to the general public via any medium, whether via print, online, or otherwise, the Content or Services, except as authorized by us, and you shall not engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services or the Site. You shall not remove any copyright, trademark or other proprietary rights notices contained in or on the Site or accompanying the Services, including ours and our licensors’.
4.4 While we will endeavor to back up site data and make such data available in the event of loss or deletion, we have no responsibility or liability for the deletion or failure to store any Content. We reserve the right to mark as "inactive" and archive accounts and/or queries, projects, forums, discussions or similar interactions that are inactive for an extended period of time. Further, you acknowledge that we may monitor and collect information (including but not limited to technical and diagnostic information) about your usage of the Services in order to improve the Services and to verify compliance with these Terms.
4.5 If you believe that you are entitled or obligated to act contrary to these Terms under any mandatory or applicable law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least 30 days before you so act, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.
4.6 For purposes of service messages and notices about the Services to you, we may place a banner notice to alert you to certain changes such as modifications to these Terms. Alternatively, notice may consist of an email from us to an email address associated with your account, even if we have other contact information. You also agree that we may communicate with you through your account or through other means including email, mobile number, telephone, or delivery services including the postal service about your account or services associated with ipiit. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services.
4.7 Because no online system is perfectly secure or reliable, the Internet is an inherently insecure medium, and the reliability of hosting services, Internet intermediaries, your Internet service provider, and other service providers cannot be assured, you accept security risks, and the responsibility for choosing to use a technology that does not provide perfect security or reliability.
5.0 DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY AND INDEMNIFICATION
5.1 EACH MEMBER'S USE OF THE SITE AND SERVICES IS AT HIS OR HER SOLE RISK. THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND we ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE OR DISPLAY ANY content, Member COMMUNICATIONS OR PERSONALIZATION SETTINGS. EACH member WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO HIS OR HER COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM use of the site or services. to the MAXIMUM EXTENT POSSIBLE UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, title AND NON-INFRINGEMENT. Specifically, we make no warranty that (a) the Site or any Service will meet your requirements, goals or needs, (b) Site or Services access will be uninterrupted, timely, secure or error-free, or (c) any errors or deficiencies will be corrected. Further, scheduled and preventive maintenance as well as required and emergency maintenance work may temporarily interrupt services or access to the website.
5.2 EXCLUDING ONLY DAMAGES ARISING OUT OF our FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, we SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF REVENUE, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF we HAve BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY member's USE OR INABILITY TO USE the content, site OR ANY SERVICE; THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; UNAUTHORIZED ACCESS TO OR ALTERATION OF a member's content; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON the site OR ANY SERVICE; OR ANY OTHER MATTER RELATING TO IPIIT, the site, content OR ANY SERVICE. ANY LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO $10 IN THE AGGREGATE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
5.3 Our sources of food, nutritional, and health data for use in the Services include third party repositories and databases available for generalized public use, government sources, and/or independent researchers. Such data changes as a result in changes and discoveries in the latest medical, health and nutritional research. The methods used to create or derive such data are unknown to us. We make no warranty regarding the accuracy or completeness of such data. We are not responsible or liable for the availability thereof or for the accuracy or completeness of such data. We shall not be responsible or liable, directly or indirectly, for any damage or loss incurred or suffered by any user in connection with use of or reliance on such data.
5.4 You agree to defend, indemnify, release and hold harmless us, our suppliers, and all officers, directors, employees, consultants, agents, and representatives of any of the foregoing (collectively "Indemnified Parties") from and against any and all claims (including third party claims), losses, liability, damages, and/or costs of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with: (a) your unauthorized access to or use of, the Content, Site or Services, (b) your violation of these Terms, (c) your use of Content or conduct engendered thereby, and any activities you conduct on or through the Site, or (d) your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. Further, in the event you have a dispute with one or more Members, you hereby release the Indemnified Parties from claims, demands and damages (actual, direct and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, foreseeable and unforeseeable, arising out of or in any way connected with such disputes. FOR CALIFORNIA RESIDENTS: You further agree that these Terms waive and release any claims that would otherwise be preserved by operation of section 1542 of the California Civil Code, which provides: “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 to him must have materially affected his settlement with the debtor.” You understand that you are releasing us from all claims, whether known or unknown to you, and whether or not you suspect that those claims may exist at this time.
6.0 PAYMENT TERMS
Fees and any other charges for the use of the Services are described on the Site and are nonrefundable. Fees may change from time to time. If we change fees or charges, we will give you reasonable notice. If they do change, your continued use of the Site after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the change occurs. You are responsible for all taxes applicable to the fees in any applicable jurisdiction. Your obligation to pay fees continues through the end of the subscription period during which you cancel your subscription.
7.0 COMMUNITY NORMS
The Site and the Services are intended to create a community. Members must treat each other with the utmost courtesy, respect and consideration. Conduct that violates these norms, in our sole judgment, may result in account termination, including: (a) ad hominem attacks; (b) submitting Content that calls into question another Member's honesty, judgment, competence or intelligence in a personal and belittling way; (c) revealing another Member's identity when that Member has chosen anonymity; (d) posting private correspondence openly in public; (e) impersonating any person or entity or misrepresent any affiliation or relationship; (f) forging headers or manipulating identifiers or otherwise disguising or attempting to disguise origin; (g) sending unsolicited marketing, spam, or similar materials; and (h) stalking or otherwise harassing or abusing a Member. In addition, reference is made to the Core Rules of Netiquette (http://www.albion.com/netiquette/corerules.html), with which you agree to comply to the best of your ability:
1) remember the human;
2) adhere to the same standards of behavior online that you follow in real life;
3) know where you are in cyberspace;
4) respect other people's time and bandwidth;
5) make yourself look good online;
6) share expert knowledge;
7) help keep flame wars under control;
8) respect other people's privacy;
9) don't abuse your power; and
10) be forgiving of other people's mistakes.
A single flagrant and intentional, or particularly egregious, violation of these rules, or repeated transgressions, may result in account termination, in our sole judgment.
8.0 GENERAL PROVISIONS
8.1 no Legal Advice. NOTHING CONTAINED IN OR AVAILABLE VIA THE SERVICES IS INTENDED TO RENDER LEGAL ADVICE, AND NO SUCH LEGAL ADVICE SHALL BE INFERRED. YOU ARE WHOLLY RESPONSIBLE FOR COMPLIANCE WITH ALL LAWS, RULES OR REGULATIONS APPLICABLE TO YOUR ACTIVITIES AND OPERATIONS, AND YOU ARE WHOLLY RESPONSIBLE FOR OBTAINING FROM YOUR OWN LEGAL COUNSEL ANY REPRESENTATION AND ADVICE NECESSARY OR APPROPRIATE IN CONNECTION THEREWITH.
8.2 Antitrust Compliance. The Services shall not be used in any attempt to bring about any understanding or agreement, express or implied, among or between competitors with regard to prices, discounts, terms or conditions of sale, distribution, territories, customers, allocation of markets, or marketing practices, or to share competitively sensitive information, or to disparage or boycott vendors, suppliers or other Members. Members shall comply with competition and antitrust laws of all applicable jurisdictions.
8.3 Service Discontinuance. We may from time to time modify or discontinue, temporarily or permanently, access to the Site or any Service thereon (or any part, feature, or functionality thereof). We shall not be liable for any such modification, suspension or discontinuance.
8.4 Account & Service Termination. We may terminate a Member's account for cause, including for: (a) violation of these Terms; (b) abuse of Site resources or any attempt to gain unauthorized entry to the Site or Services; (c) use of the Site or any Service in a manner inconsistent with the purpose of the Services; (d) such Member's request for such termination; and (e) requirements of applicable law, regulation, court or governing agency order. We may in addition terminate the availability of the Site and Services for our own business reasons, including if we elect to cease being in the business of providing the Services. Our termination of any Member's access to the Site or any Service hereunder may be effected without notice and, on such termination, we may immediately deactivate or delete any Member's account and Content, and/or bar any further access to the Site and Services. We shall not be liable for any termination of Member's access to the Site or Services. After account termination, you shall not attempt to register a new account without our permission.
8.5 US Government Restricted Rights. Services are provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in applicable laws and regulations. Use of the Services and related materials by the U.S. Government constitutes acknowledgment of our proprietary rights in same.
8.6 Trademarks. You are granted no right, title or license to any third party trademarks by these Terms, or to any of our trademarks or servicemarks except as expressly set forth in these Terms. We reserve all right, title and interest in and to our trademarks, servicemarks, trade names, domain names, and similar identifiers, including The Food Ambassador™ ("Marks"). You shall not: (a) challenge our ownership or use of the Marks; (b) attempt to register any Marks; or (c) incorporate any Marks into your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations. Any and all use of the Marks by or for you inures to our benefit. If you acquire any rights in any Marks by operation of law or otherwise, you will immediately and at no expense to us, assign such rights to us along with any associated goodwill, applications and registrations.
8.7 US DMCA. If you believe that your work has been copied and is accessible on Site in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with the following in writing: a) identification of the copyrighted work that you claim has been infringed; b) identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material; c) your name, address, telephone number, and email address; d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and e) a statement, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf. The above writing must be electronically or physically signed by you. If we receive such a claim, we may refuse or delete Content as described under this section hereto, or terminate a Member's account in accordance with these Terms. Our designated agent to receive notification of claimed infringement under the Digital Millennium Copyright Act of 1998 (DMCA Agent, can be contacted via firstname.lastname@example.org. In addition to forwarding your notice to the person who provided the allegedly illegal content, we may send a copy of your notice (with your personal information removed) to Chilling Effects (www.chillingeffects.org) for publication and/or annotation. A link to your published notice will be displayed on the Site in place of the removed content. We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, we will also terminate a Member’s account if the member is determined to be a repeat infringer.
8.8 Governing Law. These Terms, the Services, the Site and Content, and any disputes related to or concerning any of the foregoing (including tort as well as contract claims, and whether pre-contractual or extra-contractual) shall be governed by the laws of California. The choice of law rules of any jurisdiction, and the United Nations Convention on Contracts for the International Sale of Goods, shall not apply and shall not be invoked in any proceeding between the parties. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms, the Services, the Site or Content must be filed within one (1) year after such claim or cause of action arose, or be forever barred.
8.9 Dispute Resolution. Any disputes between or claims brought by you or us arising out of or related to these Terms, the Services, the Site or Content (including tort as well as contract claims, and whether pre-contractual or extra-contractual, as well as the arbitrability of any disputes) shall be referred to and finally settled by binding arbitration before the International Court of Arbitration in accordance with the Rules of Arbitration of the American Arbitration Association (“AAA”) in effect at the time of arbitration except as inconsistent with this section. The arbitration shall be conducted by telephone, on-line and/or based solely upon written submissions where no in-person appearance is required. If in-person appearance is required, such hearings shall be held in San Francisco, California. The arbitrator shall apply the law specified herein. All awards may if necessary be enforced by any court having jurisdiction. The existence of any dispute, the existence or details of the arbitration proceeding, and all related documents, materials, evidence, judgments and awards therein, shall be kept confidential. Except as required by law, no party shall make any public announcements with respect to the proceeding or the award, except as required to enforce same. You and we agree that by entering into this Agreement, the parties hereby waive the right to a trial by jury and agree to only bring claims in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Notwithstanding the foregoing, nothing in this section shall preclude the right and ability to file and maintain at any time an action for recovery of injunctive or provisional relief in any court of competent jurisdiction under the laws applicable thereto. All claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using arbitration in accordance with this section. Should either party file an action contrary to this section, the other party may recover lawyers' fees and costs, provided that the party seeking the award has notified the other party in writing of the improperly filed claim, and the other party has failed to withdraw the claim.
8.10 Assignment. These Terms shall not be assigned, delegated, or transferred by you, in whole or in part, whether voluntary, involuntary, by merger, consolidation, dissolution, sale of assets, or otherwise, without our prior written consent. Any such purported assignment, delegation or transfer without such written consent shall be void. We may at any time assign these Terms without prior consent or notice. These Terms shall be binding on, and inures to the benefit of, the parties and their respective and permitted successors and assigns.
8.11 Injunctive Relief. You acknowledge and agree that breach of these Terms, or any unauthorized use, disclosure or distribution of the Content, may cause irreparable harm to us, the extent of which would be difficult to ascertain, and that we shall be entitled to seek immediate injunctive relief (in addition to any other available remedies), in any court of competent jurisdiction under the applicable laws thereto.
8.12 Miscellaneous. The Terms constitute the entire agreement between each Member and us and govern each Member's use of the Site and Services, superseding any prior agreements. Each Member may be subject to additional terms and conditions that may apply when that Member uses affiliate services, third party content or third party software. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. No waiver of any provision of these Terms shall be deemed a further waiver or continuing waiver or such provision or any other provision, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Nothing herein shall be deemed to create an agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship of any kind between us and any user or other person or entity, nor do these terms extend rights to any third party.