Zen Peacemakers International, Membership Platform
Last updated October 4, 2017
AGREEMENT TO TERMS
personally or on behalf of an entity (“you”) and Zen Peacemakers International (“we,” “us” or
“our”), concerning your access to and use of the Membership Platform website as well as any
other media form, media channel, mobile website or mobile application related, linked, or
otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you
FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Site from time to
time are hereby expressly incorporated herein by reference. We reserve the right, in our sole
reason. We will alert you about any changes by updating the “Last updated” date of these
subject to, and will be deemed to have been made aware of and to have accepted, the changes
of Use are posted.
The information provided on the Site is not intended for distribution to or use by any person or
entity in any jurisdiction or country where such distribution or use would be contrary to law or
regulation or which would subject us to any registration requirement within such jurisdiction or
country. Accordingly, those persons who choose to access the Site from other locations do so
on their own initiative and are solely responsible for compliance with local laws, if and to the
extent local laws are applicable.
The Site is intended for users who are at least 18 years old. Persons under the age of 18 are
not permitted to register for the Site.
INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Site is our proprietary property and all source code, databases,
functionality, software, website designs, audio, video, text, photographs, and graphics on the
Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein
(the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright
and trademark laws and various other intellectual property rights and unfair competition laws of
the United States, foreign jurisdictions, and international conventions. The Content and the
Marks are provided on the Site “AS IS” for your information and personal use only. Except as
copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded,
translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial
purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the Site, you are granted a limited license to access and
use the Site and to download or print a copy of any portion of the Content to which you have
properly gained access solely for your personal, non-commercial use. We reserve all rights not
expressly granted to you in and to the Site, the Content and the Marks.
By using the Site, you represent and warrant that: (1) all registration information you submit will
be true, accurate, current, and complete; (2) you will maintain the accuracy of such information
and promptly update such registration information as necessary; (3) you have the legal capacity
which you reside; (5) you will not access the Site through automated or non-human means,
whether through a bot, script or otherwise; (6) you will not use the Site for any illegal or
unauthorized purpose; and (7) your use of the Site will not violate any applicable law or
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the
right to suspend or terminate your account and refuse any and all current or future use of the
Site (or any portion thereof).
You may be required to register with the Site. You agree to keep your password confidential and
will be responsible for all use of your account and password. We reserve the right to remove,
reclaim, or change a username you select if we determine, in our sole discretion, that such
username is inappropriate, obscene, or otherwise objectionable.
FEES AND PAYMENT
You may be required to purchase or pay a fee to access some of our services. You agree to
provide current, complete, and accurate purchase and account information for all purchases
made via the Site. You further agree to promptly update account and payment information,
including email address, payment method, and payment card expiration date, so that we can
complete your transactions and contact you as needed. We bill you through an online billing
account for purchases made via the Site. Sales tax will be added to the price of purchases as
deemed required by us. We may change prices at any time. All payments shall be in U.S.
You agree to pay all charges or fees at the prices then in effect for your purchases, and you
authorize us to charge your chosen payment provider for any such amounts upon making your
purchase. If your purchase is subject to recurring charges, then you consent to our charging
your payment method on a recurring basis without requiring your prior approval for each
recurring charge, until you notify us of your cancellation. We reserve the right to correct any
errors or mistakes in pricing, even if we have already requested or received payment. We also
reserve the right to refuse any order placed through the Site.
You can cancel your subscription at any time by logging into your account. Your cancellation will
take effect immediately.
If you are unsatisfied with our services, please email us at firstname.lastname@example.org.
We may include software for use in connection with our services. If such software is
accompanied by an end user license agreement (“EULA”), the terms of the EULA will govern
your use of the software. If such software is not accompanied by a EULA, then we grant to you
a non-exclusive, revocable, personal, and non-transferable license to use such software solely
any related documentation is provided “as is” without warranty of any kind, either express or
implied, including, without limitation, the implied warranties of merchantability, fitness for a
particular purpose, or non-infringement. You accept any and all risk arising out of use or
performance of any Software. You may not reproduce or redistribute any software except in
You may not access or use the Site for any purpose other than that for which we make the Site
available. The Site may not be used in connection with any commercial endeavors except those
that are specifically endorsed or approved by us.
As a user of the Site, you agree not to:
● systematically retrieve data or other content from the Site to create or compile, directly or
indirectly, a collection, compilation, database, or directory without written permission
● make any unauthorized use of the Site, including collecting usernames and/or email
addresses of users by electronic or other means for the purpose of sending unsolicited
email, or creating user accounts by automated means or under false pretenses.
● use a buying agent or purchasing agent to make purchases on the Site.
● use the Site to advertise or offer to sell goods and services.
● circumvent, disable, or otherwise interfere with security-related features of the Site,
including features that prevent or restrict the use or copying of any Content or enforce
limitations on the use of the Site and/or the Content contained therein.
● engage in unauthorized framing of or linking to the Site.
● trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive
account information such as user passwords;
● make improper use of our support services or submit false reports of abuse or
● engage in any automated use of the system, such as using scripts to send comments or
messages, or using any data mining, robots, or similar data gathering and extraction
● interfere with, disrupt, or create an undue burden on the Site or the networks or services
connected to the Site.
● attempt to impersonate another user or person or use the username of another user.
● sell or otherwise transfer your profile.
● use any information obtained from the Site in order to harass, abuse, or harm another
● use the Site as part of any effort to compete with us or otherwise use the Site and/or the
Content for any revenue-generating endeavor or commercial enterprise.
● decipher, decompile, disassemble, or reverse engineer any of the software comprising or
in any way making up a part of the Site.
● attempt to bypass any measures of the Site designed to prevent or restrict access to the
Site, or any portion of the Site.
● harass, annoy, intimidate, or threaten any of our employees or agents engaged in
providing any portion of the Site to you.
● delete the copyright or other proprietary rights notice from any Content.
● copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML,
● upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other
material, including excessive use of capital letters and spamming (continuous posting of
repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the
Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions,
operation, or maintenance of the Site.
● upload or transmit (or attempt to upload or to transmit) any material that acts as a
passive or active information collection or transmission mechanism, including without
limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or
other similar devices (sometimes referred to as “spyware” or “passive collection
mechanisms” or “pcms”).
● except as may be the result of standard search engine or Internet browser usage, use,
launch, develop, or distribute any automated system, including without limitation, any
spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or
launching any unauthorized script or other software.
● disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
● use the Site in a manner inconsistent with any applicable laws or regulations.
USER GENERATED CONTRIBUTIONS
The Site may invite you to chat, contribute to, or participate in blogs, message boards, online
forums, and other functionality, and may provide you with the opportunity to create, submit, post,
display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the
Site, including but not limited to text, writings, video, audio, photographs, graphics, comments,
suggestions, or personally identifiable information or other material (collectively,
“Contributions”). Contributions will be viewable by other users of the Site and through third-party
websites. As such, any Contributions you transmit may be treated as non-confidential and
non-proprietary. When you create or make available any Contribution, you represent and
● the creation, distribution, transmission, public display or performance, and the accessing,
downloading, or copying of your Contributions do not and will not infringe the proprietary
rights, including but not limited to the copyright, patent, trademark, trade secret, or moral
rights of any third party.
● you are the creator and owner of or have the necessary licenses, rights, consents,
releases, and permissions to use and to authorize us, the Site, and other users of the
Site to use your Contributions in any manner contemplated by the Site and these Terms
● you have the written consent, release, and/or permission of each and every identifiable
individual person in your Contributions to use the name or likeness of each and every
such identifiable individual person to enable inclusion and use of your Contributions in
● your Contributions are not false, inaccurate, or misleading.
● your Contributions are not unsolicited or unauthorized advertising, promotional materials,
pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
● your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous,
slanderous, or otherwise objectionable (as determined by us).
● your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
● your Contributions do not advocate the violent overthrow of any government or incite,
encourage, or threaten physical harm against another.
● your Contributions do not violate any applicable law, regulation, or rule.
● your Contributions do not violate the privacy or publicity rights of any third party.
● your Contributions do not contain any material that solicits personal information from
anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent
● your Contributions do not violate any federal or state law concerning child pornography,
or otherwise intended to protect the health or well-being of minors;
● your Contributions do not include any offensive comments that are connected to race,
national origin, gender, sexual preference, or physical handicap.
● your Contributions do not otherwise violate, or link to material that violates, any provision
among other things, termination or suspension of your rights to use the Site.
By posting your Contributions to any part of the Site or making Contributions accessible to the
Site by linking your account from the Site to any of your social networking accounts, you
automatically grant, and you represent and warrant that you have the right to grant, to us an
unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free,
fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell,
publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat,
translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including,
without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise,
and to prepare derivative works of, or incorporate into other works, such Contributions, and
grant and authorize sublicenses of the foregoing. The use and distribution may occur in any
media formats and through any media channels.
This license will apply to any form, media, or technology now known or hereafter developed,
and includes our use of your name, company name, and franchise name, as applicable, and
any of the trademarks, service marks, trade names, logos, and personal and commercial
images you provide. You waive all moral rights in your Contributions, and you warrant that
moral rights have not otherwise been asserted in your Contributions.
We do not assert any ownership over your Contributions. You retain full ownership of all of your
Contributions and any intellectual property rights or other proprietary rights associated with your
Contributions. We are not liable for any statements or representations in your Contributions
provided by you in any area on the Site. You are solely responsible for your Contributions to the
Site and you expressly agree to exonerate us from any and all responsibility and to refrain from
any legal action against us regarding your Contributions.
We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change
any Contributions; (2) to re-categorize any Contributions to place them in more appropriate
locations on the Site; and (3) to pre-screen or delete any Contributions at any time and for any
reason, without notice. We have no obligation to monitor your Contributions.
GUIDELINES FOR REVIEWS
We may provide you areas on the Site to leave reviews or ratings. When posting a review, you
must comply with the following criteria: (1) you should have firsthand experience with the
person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive,
racist, offensive, or hate language; (3) your reviews should not contain discriminatory references
based on religion, race, gender, national origin, age, marital status, sexual orientation, or
disability; (4) your reviews should not contain references to illegal activity; (5) you should not be
affiliated with competitors if posting negative reviews; (6) you should not make any conclusions
as to the legality of conduct; (7) you may not post any false or misleading statements; and (8)
you may not organize a campaign encouraging others to post reviews, whether positive or
We may accept, reject, or remove reviews in our sole discretion. We have absolutely no
obligation to screen reviews or to delete reviews, even if anyone considers reviews
objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent
our opinions or the views of any of our affiliates or partners. We do not assume liability for any
review or for any claims, liabilities, or losses resulting from any review. By posting a review, you
hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable,
and sublicensable right and license to reproduce, modify, translate, transmit by any means,
display, perform, and/or distribute all content relating to reviews.
MOBILE APPLICATION LICENSE
If you access the Site via a mobile application, then we grant you a revocable, non-exclusive,
non-transferable, limited right to install and use the mobile application on wireless electronic
devices owned or controlled by you, and to access and use the mobile application on such
devices strictly in accordance with the terms and conditions of this mobile application license
attempt to derive the source code of, or decrypt the application; (2) make any modification,
adaptation, improvement, enhancement, translation, or derivative work from the application; (3)
violate any applicable laws, rules, or regulations in connection with your access or use of the
application; (4) remove, alter, or obscure any proprietary notice (including any notice of
copyright or trademark) posted by us or the licensors of the application; (5) use the application
for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not
designed or intended; (6) make the application available over a network or other environment
permitting access or use by multiple devices or users at the same time; (7) use the application
for creating a product, service, or software that is, directly or indirectly, competitive with or in any
way a substitute for the application; (8) use the application to send automated queries to any
website or to send any unsolicited commercial e-mail; or (9) use any proprietary information or
any of our interfaces or our other intellectual property in the design, development, manufacture,
licensing, or distribution of any applications, accessories, or devices for use with the application.
Apple and Android Devices
The following terms apply when you use a mobile application obtained from either the Apple
Store or Google Play (each an “App Distributor”) to access the Site: (1) the license granted to
you for our mobile application is limited to a non-transferable license to use the application on a
device that utilizes the Apple iOS or Android operating systems, as applicable, and in
accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2)
we are responsible for providing any maintenance and support services with respect to the
mobile application as specified in the terms and conditions of this mobile application license
acknowledge that each App Distributor has no obligation whatsoever to furnish any
maintenance and support services with respect to the mobile application; (3) in the event of any
failure of the mobile application to conform to any applicable warranty, you may notify the
applicable App Distributor, and the App Distributor, in accordance with its terms and policies,
may refund the purchase price, if any, paid for the mobile application, and to the maximum
extent permitted by applicable law, the App Distributor will have no other warranty obligation
whatsoever with respect to the mobile application; (4) you represent and warrant that (i) you are
not located in a country that is subject to a U.S. government embargo, or that has been
designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed
on any U.S. government list of prohibited or restricted parties; (5) you must comply with
applicable third-party terms of agreement when using the mobile application, e.g., if you have a
VoIP application, then you must not be in violation of their wireless data service agreement
when using the mobile application; and (6) you acknowledge and agree that the App Distributors
are third-party beneficiaries of the terms and conditions in this mobile application license
deemed to have accepted the right) to enforce the terms and conditions in this mobile
As part of the functionality of the Site, you may link your account with online accounts you have
with third-party service providers (each such account, a “Third-Party Account”) by either: (1)
providing your Third-Party Account login information through the Site; or (2) allowing us to
access your Third-Party Account, as is permitted under the applicable terms and conditions that
govern your use of each Third-Party Account.
You represent and warrant that you are entitled to disclose your Third-Party Account login
information to us and/or grant us access to your Third-Party Account, without breach by you of
any of the terms and conditions that govern your use of the applicable Third-Party Account, and
without obligating us to pay any fees or making us subject to any usage limitations imposed by
the third-party service provider of the Third-Party Account.
By granting us access to any Third-Party Accounts, you understand that (1) we may access,
make available, and store (if applicable) any content that you have provided to and stored in
your Third-Party Account (the “Social Network Content”) so that it is available on and through
the Site via your account, including without limitation any friend lists and (2) we may submit to
and receive from your Third-Party Account additional information to the extent you are notified
when you link your account with the Third-Party Account.
Depending on the Third-Party Accounts you choose and subject to the privacy settings that you
have set in such Third-Party Accounts, personally identifiable information that you post to your
Third-Party Accounts may be available on and through your account on the Site. Please note
that if a Third-Party Account or associated service becomes unavailable or our access to such
Third-Party Account is terminated by the third-party service provider, then Social Network
Content may no longer be available on and through the Site.
You will have the ability to disable the connection between your account on the Site and your
Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE
THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY
ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY
SERVICE PROVIDERS. We make no effort to review any Social Network Content for any
purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not
responsible for any Social Network Content.
You acknowledge and agree that we may access your email address book associated with a
Third-Party Account and your contacts list stored on your mobile device or tablet computer
solely for purposes of identifying and informing you of those contacts who have also registered
to use the Site. You can deactivate the connection between the Site and your Third-Party
Account by contacting us using the contact information below or through your account settings
(if applicable). We will attempt to delete any information stored on our servers that was obtained
through such Third-Party Account, except the username and profile picture that become
associated with your account.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or
other information regarding the Site (“Submissions”) provided by you to us are non-confidential
and shall become our sole property. We shall own exclusive rights, including all intellectual
property rights, and shall be entitled to the unrestricted use and dissemination of these
Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or
compensation to you. You hereby waive all moral rights to any such Submissions, and you
hereby warrant that any such Submissions are original with you or that you have the right to
submit such Submissions. You agree there shall be no recourse against us for any alleged or
actual infringement or misappropriation of any proprietary right in your Submissions.
THIRD-PARTY WEBSITES AND CONTENT
The Site may contain (or you may be sent via the Site) links to other websites (“Third-Party
Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound,
video, information, applications, software, and other content or items belonging to or originating
from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content
are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by
us, and we are not responsible for any Third-Party Websites accessed through the Site or any
Third-Party Content posted on, available through, or installed from the Site, including the
content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or
contained in the Third-Party Websites or the Third-Party Content.
Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any
Third-Party Content does not imply approval or endorsement thereof by us. If you decide to
leave the Site and access the Third-Party Websites or to use or install any Third-Party Content,
should review the applicable terms and policies, including privacy and data gathering practices,
of any website to which you navigate from the Site or relating to any applications you use or
install from the Site.
Any purchases you make through Third-Party Websites will be through other websites and from
other companies, and we take no responsibility whatsoever in relation to such purchases which
are exclusively between you and the applicable third party. You agree and acknowledge that we
do not endorse the products or services offered on Third-Party Websites and you shall hold us
harmless from any harm caused by your purchase of such products or services. Additionally,
you shall hold us harmless from any losses sustained by you or harm caused to you relating to
or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
We allow advertisers to display their advertisements and other information in certain areas of
the Site, such as sidebar advertisements or banner advertisements. If you are an advertiser,
you shall take full responsibility for any advertisements you place on the Site and any services
provided on the Site or products sold through those advertisements. Further, as an advertiser,
you warrant and represent that you possess all rights and authority to place advertisements on
the Site, including, but not limited to, intellectual property rights, publicity rights, and contractual
rights. As an advertiser, you agree that such advertisements are subject to our Digital
Millennium Copyright Act (“DMCA”) Notice and Policy provisions as described below, and you
understand and agree there will be no refund or other compensation for DMCA
takedown-related issues. We simply provide the space to place such advertisements, and we
have no other relationship with advertisers.
U.S. GOVERNMENT RIGHTS
Our services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101.
If our services are acquired by or on behalf of any agency not within the Department of Defense
12.212 (for computer software) and FAR 12.211 (for technical data). If our services are acquired
by or on behalf of any agency within the Department of Defense, our services are subject to the
(“DFARS”) 227.7202‑3. In addition, DFARS 252.227‑7015 applies to technical data acquired by
the DOD. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR,
DFARS, or other clause or provision that addresses government rights in computer software or
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms
of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the
authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the
availability of, or disable (to the extent technologically feasible) any of your Contributions or any
portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from
the Site or otherwise disable all files and content that are excessive in size or are in any way
burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect
our rights and property and to facilitate the proper functioning of the Site.
from the European Union, Asia, or any other region of the world with laws or other requirements
governing personal data collection, use, or disclosure that differ from applicable laws in the
United States, then through your continued use of the Site, you are transferring your data to the
United States, and you expressly consent to have your data transferred to and processed in the
We respect the intellectual property rights of others. If you believe that any material available on
or through the Site infringes upon any copyright you own or control, please immediately notify
us using the contact information provided below (a “Notification”). A copy of your Notification
will be sent to the person who posted or stored the material addressed in the Notification.
Please be advised that pursuant to federal law you may be held liable for damages if you make
material misrepresentations in a Notification. Thus, if you are not sure that material located on
or linked to by the Site infringes your copyright, you should consider first contacting an attorney.
TERM AND TERMINATION
TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO
AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY
PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION
FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN
TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT
AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT
WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and
creating a new account under your name, a fake or borrowed name, or the name of any third
party, even if you may be acting on behalf of the third party. In addition to terminating or
suspending your account, we reserve the right to take appropriate legal action, including without
limitation pursuing civil, criminal, and injunctive redress.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site at any time or for any
reason at our sole discretion without notice. However, we have no obligation to update any
information on our Site. We also reserve the right to modify or discontinue all or part of the Site
without notice at any time. We will not be liable to you or any third party for any modification,
price change, suspension, or discontinuance of the Site.
We cannot guarantee the Site will be available at all times. We may experience hardware,
software, or other problems or need to perform maintenance related to the Site, resulting in
interruptions, delays, or errors. We reserve the right to change, revise, update, suspend,
discontinue, or otherwise modify the Site at any time or for any reason without notice to you.
You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused
by your inability to access or use the Site during any downtime or discontinuance of the Site.
or to supply any corrections, updates, or releases in connection therewith.
the laws of the State of Massachusetts applicable to agreements made and to be entirely
performed within the State/Commonwealth of Massachusetts, without regard to its conflict of law
To expedite resolution and control the cost of any dispute, controversy, or claim related to these
(individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to
negotiate any Dispute (except those Disputes expressly provided below) informally for at least
365 days before initiating arbitration. Such informal negotiations commence upon written notice
from one Party to the other Party.
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except
those Disputes expressly excluded below) will be finally and exclusively resolved by binding
arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE
RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. 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 at the AAA website www.adr.org.
Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA
Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. 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 either Party. The arbitrator must follow applicable law, and any award may be
challenged if the arbitrator fails to do so. Except where otherwise required by the applicable
AAA rules or applicable law, the arbitration will take place in Franklin County, Massachusetts,
USA. Except as otherwise provided herein, the Parties may litigate in court to compel
arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment
on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be
commenced or prosecuted in the state and federal courts located in Franklin County,
Massachusetts, USA, and the Parties hereby consent to, and waive all defenses of lack of
personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such
state and federal courts. Application of the United Nations Convention on Contracts for the
International Sale of Goods and the the Uniform Computer Information Transaction Act (UCITA)
In no event shall any Dispute brought by either Party related in any way to the Site be
commenced more than three years after the cause of action arose. If this provision is found to
be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that
portion of this provision found to be illegal or unenforceable and such Dispute shall be decided
by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties
agree to submit to the personal jurisdiction of that court.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties
individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other
proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action
basis or to utilize class action procedures; and (c) 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
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning
informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or
concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute
related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use;
and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable,
then neither Party will elect to arbitrate any Dispute falling within that portion of this provision
found to be illegal or unenforceable and such Dispute shall be decided by a court of competent
jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the
personal jurisdiction of that court.
There may be information on the Site that contains typographical errors, inaccuracies, or
omissions, including descriptions, pricing, availability, and various other information. We
reserve the right to correct any errors, inaccuracies, or omissions and to change or update the
information on the Site at any time, without prior notice.
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT
YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE
FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR
IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR
REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S
CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL
ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR
INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY
DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND
USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE
SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL
INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF
TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR
THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD
PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR
FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF
ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE
WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR
ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH
THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION
FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY
TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN
YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE
PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY
ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO
YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT,
LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF
THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and
all of our respective officers, agents, partners, and employees, from and against any loss,
damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made
by any third party due to or arising out of: (1) your Contributions; (2) use of the Site; (3) breach
intellectual property rights; or (6) any overt harmful act toward any other user of the Site with
whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your
expense, to assume the exclusive defense and control of any matter for which you are required
to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims.
We will use reasonable efforts to notify you of any such claim, action, or proceeding which is
subject to this indemnification upon becoming aware of it.
We will maintain certain data that you transmit to the Site for the purpose of managing the
performance of the Site, as well as data relating to your use of the Site. Although we perform
regular routine backups of data, you are solely responsible for all data that you transmit or that
relates to any activity you have undertaken using the Site. You agree that we shall have no
liability to you for any loss or corruption of any such data, and you hereby waive any right of
action against us arising from any such loss or corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic
communications. You consent to receive electronic communications, and you agree that all
agreements, notices, disclosures, and other communications we provide to you electronically,
via email and on the Site, satisfy any legal requirement that such communication be in writing.
YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS,
ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES,
POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR
VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations,
rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery
or retention of non-electronic records, or to payments or the granting of credits by any means
other than electronic means.
CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance
Unit of the Division of Consumer Services of the California Department of Consumer Affairs in
writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone
at (800) 952-5210 or (916) 445-1254.
the Site constitute the entire agreement and understanding between you and us. Our failure to
may assign any or all of our rights and obligations to others at any time. We shall not be
responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond
determined to be unlawful, void, or unenforceable, that provision or part of the provision is
any remaining provisions. There is no joint venture, partnership, employment or agency
them. You hereby waive any and all defenses you may have based on the electronic form of
In order to resolve a complaint regarding the Site or to receive further information regarding use
of the Site, please contact us at:
1732 1st Ave. Box #20162
New York, NY 10128
Phone: (INT +1) 917.633.9550 (USA) Monday – Friday