BY YOUR USE OF THE SERVICES, YOU AGREE TO ALL TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, INCLUDING (BUT NOT LIMITED TO) THE JURY TRIAL WAIVER, CLASS ACTION WAIVER, AND ARBITRATION CLAUSE CONTAINED HEREIN.
MODIFICATION OF AGREEMENT. We reserve the right, at any time and without notice, to add to, change, update, or modify this Agreement simply by posting such addition, change, update, or modification on the Services. Any such change, update, or modification will be effective immediately upon posting on the Services. We suggest that You check this Agreement periodically for changes.
AGREEMENT TO RECEIVE MARKETING CALLS FROM US. You understand and agree that, by providing Your telephone number to Us, You agree to receive marketing calls from Us.
LICENSE FOR PERSONAL USE ONLY. The Services may from time to time contain, describe, reference, or otherwise make available content, information, data, software, products, and other materials (collectively, “Materials”) We have compiled from internal and external sources for the purpose of providing information about Us, Our partners, and Our and their products and services, including, but not limited to, the Nextgen Coalition, to customers and other permitted users. You are hereby granted a personal, non-exclusive, revocable, non-transferable license to use the Services and to view and use the Materials, solely for your personal and non-commercial purposes.
RESTRICTIONS OF USE. You agree that You shall not: (a) copy, reproduce, modify, use, republish, upload, post, transmit, sell, resell, license, rent, lease, lend, otherwise distribute or commercially exploit in any way, decompile, reverse engineer, disassemble, otherwise attempt to derive source code from, or modify or create derivative works based on, the Services or any Materials obtained from or through the Services; (b) “frame” or use the Services or any Materials in any way that might confuse, misdirect, or misrepresent their source, or sponsorship or affiliation thereof or therewith; (c) use any robot, spider or other automatic device, manual process or application or data mining or extraction tool to access, monitor, copy or use the Services or any Materials; (d) take any other action that imposes an unreasonable or disproportionately large load on the Services; (e) take any action in connection with Your use of Services or Materials which violates any applicable local, state, national or international law, rule, regulation or order of any court in conjunction with Your use thereof; or (f) otherwise use the Services for any unlawful or abusive purposes, including, but not limited to, the violation of any intellectual property rights (whether belonging to Us or third parties) and the posting or distribution of any “harmful” or “malicious” code or programming devices (e.g., viruses, malware, ransomware, corrupted files, key locks, back doors, trap doors, timers or other disabling devices) or any other similar software or programs that may adversely affect the operation of the Services or any other software, hardware, network or other technology (collectively, “Malicious Code”).
PROPRIETARY RIGHTS. All Services and Materials, any improvements or modifications to such Services and Materials, any derivative works based thereon, and the collection, arrangement, and assembly of all such Services Materials, are, except as otherwise expressly stated herein, owned exclusively by Us or Our licensors, and We (and Our licensors) reserve all rights therein. The contents of the Services and Materials are protected by the United States and worldwide copyright and intellectual property laws and treaty provisions. The trademarks, service marks, trade names, logos, and other identifiers used in or in connection with the Services and Materials are the proprietary service marks or trademarks of Us, Our partners, or third parties, and are protected in the United States and internationally. No copying, modification, or use of any of these marks or identifiers may be made without the prior, written authorization of Us or Our licensors (as applicable). Except as expressly set forth above, nothing in this Agreement shall be deemed to grant to You or any other individual or entity any license or right in or to any copyright, trademark, trade secret, or other proprietary rights, whether owned by Us, Our partners, or any other person.
DISCLAIMERS. THE SERVICES AND ALL MATERIALS ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR TITLE; (b) ANY WARRANTY REGARDING THE AVAILABILITY, ACCURACY, RELIABILITY, OPERATION, USE, OR PERFORMANCE OF THE SERVICES OR THE MATERIALS; (c) ANY WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES, THE MATERIALS, AND/OR THE SERVER(S) AND CONNECTIONS THAT MAKE THEM AVAILABLE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES OR OTHER MALICIOUS CODE; AND (d) ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
IN ADDITION, WE CANNOT AND DO NOT REPRESENT, GUARANTEE OR WARRANT THAT THE MATERIALS ACCESSIBLE ON OR VIA THE SERVICES ARE ACCURATE, CORRECT, COMPLETE, RELIABLE, OR CURRENT, AND WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS THEREIN, OR ANY CONSEQUENCES RESULTING FROM YOUR RELIANCE ON SUCH INFORMATION.
LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE, OUR PARTNERS, NOR ANY OF OUR OR THEIR THIRD PARTY PROVIDERS OR LICENSORS WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, AND CONSEQUENTIAL DAMAGES, EVEN IF THE APPLICABLE PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR PERFORMANCE OF THE SERVICES, OR ANY MATERIALS, PAGES, OR CONTENT ACCESSIBLE VIA THE SERVICES.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT, COMBINED WITH THAT OF OUR PARTNERS AND OUR AND THEIR THIRD PARTY PROVIDERS AND LICENSORS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNTS YOU PAID TO US UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION ON LIABILITY SHALL NOT APPLY TO ANY LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
INDEMNIFICATION. To the extent permitted by applicable law, You agree to indemnify and hold Us, Our partners, and each of Our and their affiliates, licensors, members, officers, directors, managers, partners, employees, consultants, temporary resources, agents, suppliers, providers, contractors, subcontractors, successors, transferees, and assignees harmless from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees, disbursements and court costs, including any incurred in the enforcement of this indemnification provision) arising from or in connection with (a) Your use of the Services, or any Materials, content, information, or services contained, displayed, available or accessible on or from the Services; (b) Your violation of this Agreement; and/or (c) Your violation of any rights of any third party.
THIRD-PARTY LINKS. The Services may provide links or references to third-party websites, mobile applications, services, or materials which are not provided by, related to, or maintained by Us. We have no responsibility for the content thereof, regardless of whether the link is provided by Us or a third party, and We shall not be responsible or liable for any damages or injury arising from Your access to or use of that content. You should review any terms and conditions of use and Privacy Policies or Statements (and similar documents) associated with such third-party websites, applications, services, or materials before use thereof. The display of any link shall not and does not constitute or imply endorsement by Us or Our partners of the linked website or any content therein. No judgment or warranty is made with respect to the accuracy, timeliness, or suitability of the content of any website to which the Services may link, including information on such other website regarding Us or Our partners.
MINORS. Children under 13 years of age are not permitted to use the Services. By using the Services, You represent that You are 18 years of age or older, or are 13 years of age or older and have valid parental consent to do so.
ASSIGNMENT. You may not assign or otherwise transfer this Agreement or any rights or obligations hereunder, in whole or in part, and any such assignment in violation of this Agreement shall be null and void. Any failure by Us to exercise or enforce any right or provision set forth herein shall not constitute a waiver of such right or provision. This Agreement sets forth the entire understanding between You and Us with respect to the subject matter hereof, and supersedes any prior or contemporaneous communications, representations, or agreements, whether oral or written, between You and Us with respect to such subject matter.
GOVERNING LAW. You understand and agree that this Agreement is governed by the laws of the State of Texas, except that the Jury Trial Waiver, Class Action Waiver and Arbitration Clause is governed by the Federal Arbitration Act.
EMERGENCY RELIEF. You acknowledge and agree that (a) the terms contained in this Agreement are reasonable and necessary, and (b) Your actual or threatened breach of this Agreement would give rise to irreparable harm to Us for which monetary damages would not constitute an adequate remedy and, in addition to any and all other rights that may be available (including, but not limited to, arbitration pursuant to the Jury Trial Waiver, Class Action Waiver and Arbitration Clause below) in respect of such breach or threatened breach, will entitle Us to immediate injunctive and other equitable relief without any requirement to prove monetary damages or to post a bond or other security.
MODIFICATIONS AND DISCONTINUANCE OF SERVICES AND MATERIALS. We reserve the right to make changes to the information, data, and Materials provided in connection with the Services, and to modify or discontinue some or all of the Services, in each case at any time with or without prior notice. We reserve the right to refuse service and/or prohibit or terminate access to the Services, in whole or in part, for any or no reason, at any time in Our sole discretion, with or without notice to You. We shall in no way be held liable for any consequence which results from Our decision to modify or discontinue providing the Services or any functionality thereof or Materials therein.
BACKGROUND AND SCOPE.
WHAT IS ARBITRATION? An alternative to court. In arbitration, a third party (“Arbiter”) solves Disputes in a hearing (“hearing”). You, related third parties, and We, waive the right to go to court. You and We waive jury trials.
IS IT DIFFERENT FROM COURT AND JURY TRIALS? Yes. The hearing is private and less formal than court. Arbiters may limit pre-hearing fact-finding, called “discovery.” The decision is final. Courts rarely overturn Arbiters.
WHO DOES THE CLAUSE COVER? You, Us, and Others. This Clause governs the You; Us; Your and Our respective affiliates, related parties, heirs, successors, assigns; and third parties related to or involved with any Dispute.
WHICH DISPUTES ARE COVERED? All Disputes. In this Clause, the word “Disputes” has the broadest possible meaning. This Clause governs all “Disputes” involving You, Us and the persons and entities described above. This includes all claims even indirectly related to this Agreement, Your use of our website, and any other agreements You have with Us. This includes claims related to information You previously gave us. It includes claims related to setting aside this Clause. It includes claims about this Clause’s validity and scope. It includes claims about whether to arbitrate.
ARE YOU WAIVING RIGHTS?
Yes. You waive Your rights to:
- Have juries solve Disputes.
- Have courts, other than small-claims courts, solve Disputes.
- Serve as a private attorney general or in a representative capacity.
- Be in a class action.
ARE YOU WAIVING CLASS ACTION RIGHTS? Yes. COURTS AND ARBITERS WON’T ALLOW CLASS ACTIONS. You waive Your rights to be in a class action, as a representative and a member. Only individual arbitration, or small-claims courts, will solve Disputes. You waive Your right to have representative claims. Unless reversed on appeal, if a court invalidates this waiver, the Clause will be void.