Last Modified: March 2, 2023
Welcome to the online service of Information Equity Initiative, Inc. (“IEI,” “we,” or “us”). This page (our “Terms of Service”) explains the terms by which Users (defined below) may use our online and/or mobile services, web site, and software provided on or in connection with the service and platform (collectively, the “Service”). By accessing or using the Service, or by signing an order form with IEI (an “Order Form”) specific to you or your organization, you signify that you have read, understood, and agree to be bound by these Terms of Service and the Order Form (collectively, this “Agreement”), whether or not you are a registered user of our Service. IEI reserves the right to modify these Terms of Service and will provide notice of these changes as described below. These Terms of Service apply to entities that we directly license the product to (the “Approved Licensors”), their sub-licensees and all visitors, users, and others who access the Service (the “Authorized Users” and collectively with the Approved Licensors, the “Users”). Users and IEI may be referred to herein collectively as the “Parties” or individually as a “Party.”
PLEASE READ THESE TERMS OF SERVICE CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS OF SERVICE CONTAINS A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 11.2 (THE “ARBITRATION AGREEMENT”) AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 11.3 (THE “CLASS ACTION/JURY TRIAL WAIVER”) THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 11.2, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS OF SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.
- Our Service
To cross the digital divide, IEI’s platform allows curators to send content (videos, HTML files, books, and PDFs) to those without internet access at the edge. Our platform is hosted in a cutting edge cloud infrastructure and uses datacasting to deliver customized digital content through television broadcast spectrum (the “Platform”).
This is a contract between you and IEI, or you and an Approved Licensor pursuant to these Terms of Service. You must read and agree to these Terms of Service before using the Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a binding contract with IEI or an Approved Licensor, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. The Service is not available to any Users previously removed from the Service by IEI.
IF YOU ARE A PARENT OR GUARDIAN AND YOU ALLOW YOUR CHILD TO USE THE SERVICE, YOU MUST AGREE TO BE BOUND BY THESE TERMS OF SERVICE WITH RESPECT TO THEIR USE OF THE SERVICE. IF YOU ARE A SCHOOL OFFICIAL, PRISON OFFICIAL OR EDUCATOR AND PROVIDE YOUR CONSENT TO A CHILD’S REGISTRATION WITH THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE WITH RESPECT TO THEIR USE OF THE SERVICE, THAT YOU ARE AUTHORIZED TO DO SO, AND THAT YOU ARE IN COMPLIANCE WITH THE FAMILY EDUCATIONAL RIGHTS AND PRIVACY ACT.
- Limited License
Subject to the terms and conditions of this Agreement, Approved Licensors are hereby granted a non-exclusive, limited, freely revocable license with the right to grant sublicenses subject to Section 1.3 of these Terms of Service, to access and use the Service as permitted by the features of the Service. Subject to the terms and conditions of this Agreement, Authorized Users are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to access and use the Service as permitted by the features of the Service. IEI reserves all rights not expressly granted herein in the Service and the IEI Content (as defined below). IEI may terminate this license at any time pursuant to Section 12 of these Terms of Service.
If you are an Approved Licensor, subject to the terms and conditions of this Agreement, IEI hereby appoints you as an authorized distributor to distribute licenses to the Platform to Authorized Users within the Territory (as defined in the Order Form between you and IEI) during the Term (as defined in the Order Form between you and IEI), and you accept such appointment with due responsibilities, as stated in the Roles and Responsibilities document attached with your order form. This appointment is non-transferable and nonexclusive.
- Independent Contractor. Users will use the Services through their own accounts, in their own name, and will determine, in their own judgment, how to perform their obligations under this Agreement. A User is an independent contractor, not an employee, partner, agent, or representative of IEI. They are not authorized to, and will not attempt to, create or assume any obligation or liability, express or implied, in the name of or otherwise on behalf of IEI. Without limiting the generality of the foregoing, Users will not enter into any contract, agreement or other commitment, make any warranty or guaranty, or incur any obligation or liability in the name or otherwise on behalf of IEI. These Terms of Service will not be interpreted or construed as creating or evidencing any agency, franchise, association, joint venture or partnership among the Parties.
- User Accounts
Approved Licensors are responsible for all accounts of Authorized Users to whom you sublicense the Platform and Service to pursuant to the Order Form The account on the Service (the “User Account”) gives Users access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. If you enter into an agreement with us, or open a User Account on behalf of a company, organization, or other entity, then (i) “you” includes you and that entity, (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf, and (iii) you agree to take responsibility for the actions of all Authorized Users to whom you sublicense the products to. By connecting to IEI with a third-party service, Users give us permission to access and use their information from that service as permitted by that service, and to store their log-in credentials for that service.
Users may never use another User’s User Account without permission. When creating a User Account, Users must provide accurate and complete information, and must keep this information up to date. Approved Licensors are responsible for the activity that occurs on their Authorized Users’ User Accounts, and Users must keep their User Account passwords secure. We encourage Users to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with their User Accounts. Users must notify IEI immediately if they become aware of any breach of security or unauthorized use of their User Account. IEI will not be liable for any losses caused by any unauthorized use of a User Account.
You may control your User profile and how you interact with the Service by changing the settings in your settings page. By providing IEI your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers.
- Beta Software. IEI may designate certain enhancements or new releases of the software as “Beta Software.” Such Beta Software will not be ready for use in a production environment. At this early stage of development, operation of the Beta Software may be unpredictable and lead to erroneous results. You acknowledge and agree that: (i) the Beta Software is experimental and has not been fully tested; (ii) the Beta Software may not meet your requirements; (iii) the use or operation of the Beta Software may not be uninterrupted or error free; (iv) your use of the Beta Software is for purposes of evaluating and testing the product and providing feedback to IEI; (v) you shall inform your employees, staff members, and other Users regarding the nature of the Beta Software; and (vi) you will hold all information relating to the Beta Software and your use of the Beta Software, including any performance measurements and other data relating to the Beta Software, in strict confidence and shall not disclose such information to any unauthorized third parties. Your use of the Beta Software shall be subject to all of the terms and conditions set forth herein relating to the software. You shall promptly report any errors, defects, or other deficiencies in the Beta Software to IEI. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OF SERVICE, ALL BETA SOFTWARE IS PROVIDED “AS-IS” AND “AS-AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. You hereby waive any and all claims, now known or later discovered, that you may have against IEI and its suppliers and licensors arising out of your use of the Beta Software.
- Service Rules
Users agree, and Approved Licensors agree to cause Authorized Users, not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including by any automated or non-automated “scraping”; (ii) using any automated system, including “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the IEI servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that IEI grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information or other personal information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; (xii) bypassing the measures we may use to prevent or restrict access to the Service, including features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; (xiii) reverse engineering, decompiling, disassembling, modifying or creating works derivative of the software; or (xiv) assigning, sublicensing, renting, timesharing, loaning, leasing or otherwise transferring the software, or directly or indirectly permit any third party to use or copy the software except as otherwise provided in these Terms of Service.
- You acknowledge and agree the software and associated documentation constitute valuable proprietary and confidential information and intellectual property (collectively, the “Proprietary Information”) of IEI. You may not use or disclose the Proprietary Information without IEI’s prior written consent. You agree to use at least the same degree of care in protecting the Proprietary Information as you use to protect your own similar information, but in no event less than reasonable care. You acknowledge that due to the unique nature of the Proprietary Information, IEI will not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of its Proprietary Information. In addition to any other remedies that may be available in law, in equity or otherwise, IEI shall be entitled to obtain injunctive relief to prevent such unauthorized use or disclosure. You shall not use any information or data disclosed by IEI in connection with this Agreement to contest the validity of any Licensor intellectual property. Any such use of IEI’s information and data shall constitute a material, non-curable breach of this Agreement.
- Changes to the Service
We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
- Disputes with Other Users
Approved Licensors are responsible for their respective Authorized Users’ interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between Authorized Users or Authorized Users and other end users generally. IEI shall have no liability for your interactions with Authorized Users or other end users, or for any User’s action or inaction.
- User Content
Some areas of the Service allow Users to submit, post, display, provide, or otherwise make available content such as profile information, videos, images, music, comments, questions, and other content or information (any such materials a User submits, posts, displays, provides, or otherwise makes available on the Service is referred to as “User Content”).
We claim no ownership rights over User Content created by Users. The User Content Authorized Users create remains the Responsibility of both the Authorized User and the Approved Licensor. However, Users understand that certain portions of the Service may allow other Users to view, edit, share, and/or otherwise interact with User Content. By providing or sharing User Content through the Service, Users agree to allow others to view, edit, share, and/or interact with their User Content in accordance with their settings and this Agreement. IEI has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service.
By submitting, posting, displaying, providing, or otherwise making available any User Content on or through the Service, Users expressly grant, and represent and warrant that they have all rights necessary to grant, to IEI a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and User name, voice, and/or likeness as contained in the User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and IEI’s (and its successors’ and affiliates’) business, including for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. Users also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Service and under this Agreement.
For the purposes of these Terms of Service, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
In connection with the User Content, Users affirm, represent and warrant the following, and Approved Licensors represent the following on behalf of their Authorized Users:
- Users have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released them from any liability that may arise in relation to such use.
- Users have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties.
- User Content and IEI’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
- IEI may exercise the rights to the User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
- Users will not post: nudity or other sexually suggestive content; hate speech, credible threats or direct attacks on an individual or group; content that contains self-harm or excessive violence; fake or impostor profiles; illegal content or content in furtherance of illegal activities; malicious programs or code; any person’s personal information without their consent; and/or spam, machine-generated content, or bulk unsolicited messages.
- To the best of your knowledge, all User Content and other information that you or your Authorized Users provide to us is truthful and accurate.
IEI takes no responsibility and assumes no liability for any User Content that you or your Authorized Users or any other User or third party posts, sends, or otherwise makes available over the Service. You shall be solely responsible for your or your Authorized Users’ User Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Service, and you agree that we are only acting as a passive conduit for Users’ online distribution and publication of User Content. You understand and agree that Users may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that IEI shall not be liable for any damages you, or your Authorized Users, allege to incur as a result of or relating to any User Content.
- Our Proprietary Rights
Except for your, or your Authorized User’s, User Content, the Service and all materials therein or transferred thereby, including, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “IEI Content”), and all Intellectual Property Rights related thereto, are the exclusive property of IEI and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you, and your Authorized Users, agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any IEI Content. Use of the IEI Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
Users may choose to or we may invite them to submit comments or ideas about the Service, including about how to improve the Service or our products (“Ideas”). By submitting any Idea, Users agree that their disclosure is gratuitous, unsolicited and without restriction and will not place IEI under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. Users further acknowledge that, by acceptance of the submission, IEI does not waive any rights to use similar or related ideas previously known to IEI, or developed by its employees, or obtained from sources other than the Users.
- Paid Services
- Billing Policies. The Service is provided for a fee or other charge. You shall pay any and all applicable fee(s) set forth in the Order Form in accordance with the fees, charges, and billing terms set forth in this Agreement (“Fees”). You shall pay the fees with United States currency. Except as otherwise provided in this Agreement, Fees are non-refundable. You shall pay the Fees within thirty (30) days of the invoice date and the invoice shall be sent annually, at the anniversary of the Start Date (as defined in the Order Form).
- Sub-licensing fees: Approved Licensors will distribute licenses to the Platform only subject to the terms and conditions of this Agreement. Approved Licensors acknowledge and agree that they are only authorized to distribute and license the Platform pursuant to the then current Order Form(s). Without limiting the foregoing, Approved Licensors shall charge Authorized Users the amount (the “Authorized User Fees”) as set forth in the Order Form, and may not deviate from such pricing in any manner without the prior written consent of IEI.
- Invoicing. Approved Licensors shall be solely responsible for invoicing and obtaining payment of Fees from Authorized Users and paying such Authorized User Fees to IEI. Delays or failures in obtaining such payment from Authorized Users shall not affect Approved Licensors’ obligation to make payments of amounts due to IEI under this Agreement.
- Any disputes between an Approved Licensor and their respective Authorized Users will be settled by such Approved Licensor and Authorized User. IEI is not responsible for any disputed amount of Fees between an Approved Licensor and Authorized Users. In the event of a dispute, the Approved Licensor must provide IEI written notice of such dispute in reasonable detail no later than sixty (60) days after receiving the notice of a dispute form the Authorized User.
- No Refunds. You may cancel your licenses to User Accounts at any time; however, there are no refunds for cancellation. In the event that IEI suspends or terminates your licenses to User Accounts or this Agreement for your breach of this Agreement, you understand and agree that you shall receive no refund or exchange for any IEI Property, any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with the Authorized Users’ User Accounts, or for anything else.
- All taxes, assessments, and governmental fees, however designated, that are assessed in connection with this Agreement or its performance (other than taxes that relate solely to the taxation of Company’s net income) will be borne by you. Such taxes, assessments and fees will include, but will not be limited to, surcharges, import and export duties, sales taxes, value-added taxes, use taxes, and excise taxes, assessments, permits and fees. Any and all payments by you under this Agreement shall be made free and clear of and without deduction or withholding for any taxes, unless such withholding is required by applicable law. If you are required by applicable law to deduct and withhold any taxes from or with respect to any payment under this Agreement, the payment shall be increased as may be necessary so that after making all deductions and withholdings IEI receives an amount equal to the amount it would have received if no deduction and withholding had been made.
- California Residents. The provider of services is set forth herein OR. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
IEI uses commercially reasonable security processes and is focused on integrity and security of User personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use User personal information for improper purposes. All Users acknowledge that they provide personal information at their own risk.
- DMCA Notice
Since we respect artist and content owner rights, it is IEI’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify IEI’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
- An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that is claimed to be infringing and where it is located on the Service;
- Information reasonably sufficient to permit IEI to contact you, such as your address, telephone number, and, e-mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
- A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent:
Attn: DMCA Notice
Information Equity Initiative, Inc.
Address: 3300 Arapahoe Ave., Ste. 207
Boulder, CO 80303
Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.
Please note that this procedure is exclusively for notifying IEI and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with IEI’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, IEI has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. IEI may also at its sole discretion limit access to the Service and/or terminate the User Accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
- Third-Party Links and Information
- User Indemnification. As a User, you agree to defend, indemnify and hold harmless IEI and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your, or your Authorized Users’ use of and access to the Service, including any data or content transmitted or received by you or your Authorized Users; (ii) your, or your Authorized Users’ violation of any term of this Agreement, including your breach of any of the representations and warranties above; (iii) your, or your Authorized Users violation of any third-party right, including any right of privacy or Intellectual Property Rights; (iv) your, or your Authorized Users’ violation of any applicable law, rule or regulation; (v) User Content or any content that is submitted via you or your Authorized Users’ User Accounts including misleading, false, or inaccurate information; (vi) your, or your Authorized Users’ willful misconduct; or (vii) any other party’s access and use of the Service with your or your Authorized Users’ unique usernames, passwords or other appropriate security codes.
- IEI’s Indemnification. IEI shall defend, indemnify, and hold harmless, Approved Licensor and its respective officers, directors, managers, and employees (together with Approved Licensor, the “Approved Licensor Indemnitees”) from any and all liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) incurred by such Approved Licensor Indemnitees in connection with any third-party claim, action, or proceeding (each, a “Third-Party Claim”) to the extent arising out of or in connection with any allegation which, if true, would constitute a material breach by IEI of any of its representations, warranties, or covenants under these Terms.
- Notice. The Approved Licensor Indemnitees or IEI (as applicable, the “Indemnitees”) shall promptly notify IEI or Approved Licensor, respectively (as applicable, the “Indemnitor”) in writing of the Third-Party Claim brought against the applicable Indemnitee and shall reasonably assist the Indemnitor, at the Indemnitor’s sole expense, in the defense or settlement of such Third-Party Claim. The Indemnitees’ failure to notify or assist the Indemnitor shall not relieve the Indemnitor of any obligation that the Indemnitor may have under section 8 herein, as applicable, except to the extent that the Indemnitees’ failure to notify the Indemnitor actually and materially prejudices the Indemnitor’s ability to fulfill such obligation. The Indemnitor shall obtain the Indemnitee’s prior written approval before ceasing to defend against any Third-Party Claim or entering into any settlement of such Third-Party Claim which (i) does not release the Indemnitee of all liability in connection with such Third-Party Claim, (ii) requires the Indemnitee to admit liability, violation of any law, or infringement of any right of a Third Party, or (iii) obligates the Indemnitee to pay money or take (or refrain from taking) any other action.
- No Warranty
The Service is provided on an “as is” and “as available” basis. Use of the Service is at Users’ own risk. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you or your Authorized Users from IEI or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, IEI, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the Service will meet your, or your Authorized Users’ requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at your own risk and you will be solely responsible for any damage to you or your Authorized Users’ computer systems or mobile devices or loss of data that results from such download or their use of the Service.
Further, IEI does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and IEI will not be a party to or in any way monitor any transaction between you and/or your Authorized Users and third-party providers of products or services.
Federal law, some states, provinces and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under this Agreement will not apply to the extent prohibited by applicable law.
- Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall IEI, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Service. Under no circumstances will IEI be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or User accounts or the information contained therein.
To the maximum extent permitted by applicable law, IEI assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your, or your Authorized Users’, access to or use of our service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or (vii) User Content or the defamatory, offensive, or illegal conduct of any third party. In no event shall IEI, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to IEI, or its licensors, hereunder or $50.00, whichever is greater.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if IEI has been advised of the possibility of such damage.
Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this Agreement will not apply to the extent prohibited by applicable law.
- Governing Law, Arbitration, and Class Action/Jury Trial Waiver
- Governing Law. You agree that: (i) the Service shall be deemed solely based in New York; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than New York. This Agreement shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. The Parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement in Section 11.2 and preempts all state laws to the fullest extent permitted by law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of your state of residence. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in New York for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that New York is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
- READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM IEI. This Section 11.2 (the “Arbitration Agreement”) applies to and governs any dispute, controversy, or claim between you and IEI that arises out of or relates to, directly or indirectly: (i) this Agreement, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (ii) You or your Authorized Users’ access to or use of the Service, including receipt of any advertising or marketing communications; (iii) any transactions through, by, or using the Service; or (iv) any other aspect of your relationship or transactions with IEI, directly or indirectly, as a consumer (“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your agreement to this Agreement.
You can reject and opt-out of this Arbitration Agreement within 30 days of accepting this Agreement by emailing IEI at firstname.lastname@example.org with your first and last name and stating your intent to opt-out of the Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of this Agreement, including the provisions regarding controlling law or in which courts any disputes must be brought.
For any Claim, you agree to first contact us at email@example.com and attempt to resolve the dispute with us informally. In the unlikely event that IEI has not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim exclusively through binding arbitration by AAA before a single arbitrator (the “Arbitrator”), under the Expedited Procedures then in effect for AAA (the “Rules”), except as provided herein. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in the U.S. county where you live, your company is headquartered or New York, unless you and IEI agree otherwise. If you are using the Service for commercial purposes, each Party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) AAA may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from AAA; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and IEI agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Agreement, any provision of the Agreement, is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.
Nothing in this Section shall be deemed as: preventing IEI from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights; or preventing you from asserting claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.
If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the Parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the Parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.
- Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND IEI AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER IEI USERS. YOU AND IEI FURTHER AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND IEI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.
- The following terms of this Section 12 are only applicable to Approved Licensors.
- Termination for Breach. Either IEI or the Approved Licensor may terminate this Agreement upon written notice to the other Party, if such other Party has materially breached this Agreement and, where such breach is curable, has not cured such breach within thirty (30) days of receipt of notice from the notifying Party.
- Either IEI or the Approved Licensor may terminate this Agreement if (i) the other Party has a receiver appointed for it or its property; (ii) the other Party makes an assignment for the benefit of creditors; (iii) any proceedings are commenced by, for, or against the other Party under any bankruptcy, insolvency, or debtor’s relief law or (iv) the other Party is liquidated or dissolved.
- Effect of Termination. Within thirty (30) days of termination or expiration of this Agreement, you shall pay all undisputed Fees for the Service incurred prior to the date of such termination or expiration, and no refunds shall be owed based on your failure to execute media campaigns in connection with or based on the Service. This Section 12 and Sections 1, 2, 4, 8, 9, 10, and 11 of these Terms of Service shall survive its expiration or termination for any reason.
- This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without prior written consent of IEI, except that Approved Licensors may assign this Agreement (and all obligations and privileges hereunder) to a successor in interest that has acquired all or substantially all of their assets, provided that upon such assignment all terms, obligations, and restrictions herein shall apply fully to the assignee entity and that they provide written notice to IEI of such assignment without undue delay. Notwithstanding anything to the contrary, this Agreement may be assigned by IEI without restriction provided that IEI has provided at least thirty (30) days written notice and such acquiring entity agrees to all terms and conditions hereunder. Any attempted transfer or assignment in violation hereof shall be null and void.
- Mutual Representation. Each Party represents, warrants, and covenants that it has full power and authority to enter into this Agreement.
- Notification Procedures and Changes to the Agreement. IEI may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by IEI in our sole discretion. IEI reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. IEI is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. IEI may, in its sole discretion, modify or update these Terms of Service from time to time, and so you should review this page periodically. When we change the Terms of Service in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to the Terms of Service. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these Terms of Service or any future Terms of Service, do not use or access (or continue to access) the Service.
- For purposes of these Terms of Service, (i) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (ii) the word “or” is not exclusive; and (iii) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole.
- Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with IEI in connection with the Service, shall constitute the entire agreement between you and IEI or you and an Approved Licensor, concerning the Service. Except as otherwise stated in Section 11.2, if any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect.
- No Waiver. No waiver of any term of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and IEI’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
- Please contact us at firstname.lastname@example.org with any questions regarding this Agreement.