Terms & Conditions

Acceptance of the Terms of Service

These terms of service are entered into by and between each user of the Services (“you”) and RightOnCenter, LLC, a Delaware limited liability company (“Company,” “we,” or “us”). These terms of service, together with the Company’s Privacy Policy and any applicable Transaction Agreement, are collectively referred to herein as the “Terms of Service.” The Terms of Service govern your access, browsing, or use of the Company’s websites (including without limitation www.alignusapp.com), mobile application, platform, your creation of a user account or Business Account, and any other products or services offered by or through the Company (all of the foregoing, collectively, the “Site”).

Please read the Terms of Service carefully before you start to use the Site. By using the Site or by clicking to accept or agree to the Terms of Service when this option is made available to you, you accept and agree to be bound and abide by these Terms of Service which include our found at PRIVACY POLICY, which is incorporated herein by reference. If you do not want to agree to these Terms of Service or the Privacy Policy, you must not access or use the Site.

We may provide additional products to Business Accounts which will also be governed by a separate Transaction Agreement that you are required to agree to prior to using such product. In the event of any conflict between any such Transaction Agreement and these Terms of Service, the Transaction Agreement shall control.

This Site is offered and available to users who are 18 years of age or older. The Site is based in the state of Nevada in the United States and is intended for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some portions of the Site outside of the United States and that access thereto may not be legal in certain countries. If you access the Site from outside the United States in violation of this policy, you are responsible for compliance with local laws.

Changes to the Terms of Service

We reserve the right revise and update these Terms of Service from time to time in our sole discretion. When we do, we will provide you with notice by posting a notice on the Site, by sending you an email, or by any other means we reasonably deem appropriate. All changes are effective immediately when we post, send, or otherwise transmit notice thereof, and apply to all access to and use of the Site thereafter. However, any changes to the dispute resolution provisions set out in the Governing Law and Arbitration sections below will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Site.

Your continued use of the Site following the posting of revised Terms of Service means that you accept and agree to the changes.

User Account

Your use the Site may require you to register for a user account to access certain features or content. In order to create an account, you must complete the registration process by providing us with current, complete, and accurate information required by the registration form.

Account creation requires a valid, unique email address and U.S.-based phone number and verification of the same in accordance with the Company’s standard practices. You may create no more than one account except as provided below with respect to Business Accounts.

You may create more than one account only to the extent that any additional account is an account (a “Business Account”) linked to a verified business (a “Registered Business”).

Your use of the account to access the Site is subject to all of the Terms of Service and any applicable Transaction Agreement. You are responsible for keeping your account information and password confidential and are responsible for all activity that occurs under your account.

Business Accounts

If you create a Business Account, you represent and warrant to the Company that you are authorized to act on behalf of the Registered Business and to legally bind such Registered Business, which will be the party to these Terms of Service and any applicable Transaction Agreement with respect to its Business Account. The Company may from time to time establish various methods of verifying a business, in the Company’s sole and absolute discretion. The Company shall have the sole discretion, for any reason whatsoever, (i) to accept or reject any verification information, and (ii) to create, reject, or deactivate any Business Account.

If you create a Business Account, you further represent and warrant to the Company that (i) you will use the Business Account only in your capacity as an authorized representative of the Registered Business and will not use the Business Account to comment on or interact with other Business Accounts, (ii) the Registered Business is and will be in compliance with all laws applicable to its business, (iii) you will not directly or indirectly pay for or offer any other incentives for users to post, remove, or edit any reviews of your Registered Business, (iv) you will not directly or indirectly comment on or respond to any review or rating of your Registered Business except through the Business Account publicly linked to the Registered Business, and (v) obtain or generate any fraudulent or automated reviews or ratings for your Registered Business.

When you create a Business Account, the Registered Business grants the Company a worldwide, non-exclusive, royalty-free, sublicensable, transferable, right and license to use and publicly display in any manner the Registered Business’s name, trademarks, logos, website, and any materials uploaded by you to the Business Account, for the provision of the Site and any other products or services provided pursuant to a separate Transaction Agreement.

You acknowledge and agree that the Company may: (i) display publicly available information about a Registered Business or unregistered business on the Site, and (ii) allow other users to add unregistered businesses and to comment on, leave reviews about, and rate any Registered Business or unregistered business on the Site. You understand that any Registered Business or unregistered business may be rated by users with respect to the perceived political viewpoints of the business and any of its owners or personnel. If the Company or a user adds your unregistered business to the Site, you may claim the business by creating a Business Account.

Accessing the Site and Account Security

We reserve the right to withdraw or amend the Site in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site to registered users.

You are responsible for making all arrangements necessary for you to have access to the Site. It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete. You agree that all information you provide to register for the Site or otherwise, including, but not limited to, through the use of any interactive features on the Site, is governed by our PRIVACY POLICY, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you (or your Registered Business, as applicable) and agree not to provide any other person or entity with access to the Site or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service or any applicable Transaction Agreement.

Suspension and Termination of the Site

We reserve the right to suspend or terminate your access to the Site at any time in our sole discretion if a) you are in breach of these Terms of Service or any other agreement with the Company, including any applicable Transaction Agreement; or b) your use of the Site could cause a risk of harm or loss to the Company or our other users. When reasonable and as permitted by law, the Company will provide you reasonable advance notice of this change as well as an opportunity to correct any actions that led to the Company’s decision. We will not be able to provide this advance notice if you are in material breach of these Terms of Service or any applicable Transaction Agreement, or if such notice could lead to civil or criminal liability for the Company, or if providing notice could compromise our ability to provide the Site to our other users. For the avoidance of doubt, the Company may still make a determination that it does not want to continue offering you access to the Site at any time for any or no reason.

You understand that if your account is suspended or terminated, you may no longer have access to the content that is stored on or in connection with the Site.

YOU ACKNOWLEDGE AND AGREE THE YOU SHALL HAVE NO OWNERSHIP OR OTHER PROPERTY INTEREST IN ANY ACCOUNT THAT YOU CREATE USING THE SITE. THE COMPANY MAY SUSPEND, TERMINATE, MODIFY OR DELETE ANY OF THESE ACCOUNTS AT ANY TIME FOR ANY REASON OR NO REASON WITH OR WITHOUT NOTICE TO YOU.

Consent to Electronic Communications and Solicitation

By registering with the Company or signing up for the Site, you understand and consent to us sending you (including via email) information regarding the Site, such as: (a) notices about your use of the Site, including notices of violations of use; (b) updates to the Site and new features or products; (c) administrative messages and other information; and (d) advertising, marketing, and other materials regarding the Company’s products and services. Please review your settings in your account to control the messages you receive from us or you may choose to opt-out of receiving advertising and marketing materials by unsubscribing from such communication s by following the instructions in the message.

Notices emailed to you will be considered given and received when the email is sent. If you do not consent to receive notices (other than advertising and marketing materials, which you may opt out of by clicking “Unsubscribe”) electronically, you must stop using the Ser Site vices.

Fees

Fees for any specific services will be as set forth in a separate agreement entered into at the time you sign up for any specific services (as applicable, a “Transaction Agreement”).

Company Proprietary Rights

The entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) of the Site are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

With respect to individual accounts, these Terms of Service permit you to use the Site for your personal, non-commercial use only. With respect to Business Accounts, these Terms of Service permit you to use the Site for the Registered Business’s own Business Commercial Use (as defined below). You must not copy, reproduce, distribute, modify, adapt, translate, create derivative works of or improvements to, publicly display, publicly perform, republish, download, store, or transmit any of the material made available to you through the Site, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, or in the case of a Business Account, for Business Commercial Use.
  • If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

  • Modify copies of any materials made available through the Site.
  • Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
  • Remove, delete, alter, or obscure any copyright, trademark, or other proprietary rights notices from copies of materials made available through the Site.
  • Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of any part of the Site.
  • Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any part of the Site, or any features or functionality thereof, to any third party for any reason, including without limitation by making any part of the Site available on a network where it is capable of being accessed by more than one device at any time, or by providing your login credentials for the Site to any third party.
  • Remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting any part of the Site.
  • Harvest, collect, or store information about the Company’s users or use such information for any purpose.
  • You must not access or use any part of the Site for any commercial purpose, except, in the case of a Business Account, for Business Commercial Use.

If you breach any part of the Terms of Service or any applicable Transaction Agreement, the Company may revoke your right to use the Site immediately and in such event you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to any part of the Site or any content thereon is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Site not expressly permitted by these Terms of Service or any applicable Transaction Agreement is a breach of these Terms of Service and may violate copyright, trademark, and other laws.

All trademarks, service marks and logos included on the Site (“Marks”) are the property of the Company or third parties, and you may not use such Marks without the express, prior written consent of the Company or the applicable third party.

Prohibited Uses

You may use the Site only for lawful purposes and in accordance with these Terms of Service and any applicable Transaction Agreement. You agree not to use the Site:

  • In any way that violates any applicable federal, state, local, or international law or regulation.
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the standards set out in the Content Standards section of these Terms of Service.
  • To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation, except for advertisements or other solicitations permitted in connection with a Business Account pursuant to a Transaction Agreement.
  • To impersonate or attempt to impersonate the Company, any Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing and including, for the avoidance of doubt, impersonating any business or reviewer).
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm the Company or users of the Site, or expose them to liability.

Additionally, you agree not to:

  • Engage in any conduct that could restrict, inhibit, disable, overburden, damage, or otherwise impair the Site or interfere with any other party’s use of the Site, regardless of intent, purpose, or knowledge.
  • Use any manual or automated software, device, script, robot, spider, or other automatic device, process, or means, to access, “scrape,” “crawl,” or “spider” the Site for any purpose, including monitoring or copying any of the material on the Site.
  • Use any device, software, or routine that interferes with the proper working of the Site.
  • Transmit or distribute material that may be harmful to or interfere with any part of the Site or any third-party’s networks, systems, services, or websites (such prohibited harmful content includes, but is not limited to, viruses, worms, or Trojan horses, or any other computer code, files, or programs designed to interrupt, destroy, overburden, or limit the functionality of any computer software or hardware or telecommunications equipment)
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Site, any server on which the Site is stored or hosted, or any server, computer, or database connected to the Site.
  • Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
  • Use any part of the Site for purposes of competitive analysis thereof, the development of a competing product or service, or any other purpose that is to the Company’s commercial disadvantage.
  • Otherwise attempt to interfere with the proper working of the Site.

User Contributions

Individual users who have registered user accounts will generally be able to create a personal profile and comment on, leave reviews about, and rate businesses listed on the Site. Individual users may also list businesses, and those businesses may be claimed by an owner or other authorized party creating a Business Account for such business. Registered Businesses will generally be able to create a business profile and respond to user comments, reviews, and ratings. The Site may also provide opportunities for registered users and Registered Businesses to interact via message boards, chat rooms, bulletin boards, or other interactive features.

All of the foregoing functionalities are collectively referred to as “Interactive Services,” which Interactive Services allow users to post, submit, publish, display, or transmit to other users or other persons or anyone who can access the Site (hereinafter, “post”) content or materials (collectively, “User Contributions”) on and through the Site.

All User Contributions must comply with the Content Standards set out in these Terms of Service.

Any User Contribution you post through the Site will be considered non-confidential and non-proprietary. By providing any User Contribution, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that you own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. Without limiting the foregoing, you acknowledge that you could be liable if your User Contributions contain material that is, without limitation, false or defamatory, misleading, unlawful, or violates any other third-party rights such as privacy, publicity, intellectual property rights, and the like.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Site.

Monitoring and Enforcement; Termination

We have the right to:

  • Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
  • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Service, including the Content Standards, any applicable Transaction Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for the Company.
  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site.
  • Terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of these Terms of Service or any applicable Transaction Agreement.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials through the Site. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Notwithstanding the foregoing, we cannot review all material before it is posted through the Site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

  • Contain any material that is defamatory, obscene, scandalous, profane, indecent, abusive, offensive, threatening, harassing, violent, hateful, inflammatory, or otherwise objectionable.
  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
  • Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service, or any applicable Transaction Agreement, or our PRIVACY POLICY.
  • Be likely to deceive any person.
  • Promote any illegal activity, or advocate, promote, or assist any unlawful act.
  • Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
  • Impersonate any person or business, or misrepresent your identity or affiliation with any person or organization.
  • Involve commercial activities of any kind, including without limitation sales, contests, sweepstakes, and other sales promotions, barters, or advertising. Notwithstanding the foregoing, the holder of a Business Account may engage in commercial use on behalf of the applicable Registered Business, solely in conformance with the Company’s intended use of providing a review website and mobile application (“Business Commercial Use”), for the following use cases: (i) generally promoting the Registered Business on the Registered Business’s profile, (ii) responding to user comments, reviews, and ratings regarding the Registered Business, and (iii) engaging in commercial activity such as advertisements or other solicitations as expressly permitted pursuant to a Transaction Agreement.
  • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Policy

We respect the intellectual property of others and ask that users of the Site do the same. In connection with the Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of the Site who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through use of the Site, unlawfully infringing your copyrights in a work, and wish to have the allegedly infringing material removed, you must submit a written notice to our designated copyright agent in accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA "). The written notice must include substantially the following:

  • a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right allegedly infringed;
  • identification of the copyrighted works that you claim to have been infringed;
  • identification of the material on our Site that you claim is infringing and that you request us to remove;
  • sufficient information to permit us to locate such material;
  • your address, telephone number, and e-mail address;
  • a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
  • a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to Section 512(f) of the DMCA, any knowing misrepresentation of material fact in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred in connection with the written notification and allegation of copyright infringement.

The Designated Copyright Agent for the Company is:

Silent Partner Marketing

866-432-6456

info@thesilentpartnermarketing.com

Reliance on Information Posted

The information presented on or through the Site is made available solely for general informational purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor or user of the Site, or by anyone who may view or be informed of any of its contents.

The Site may include content provided by third parties, including materials provided by: other users, bloggers, third-party licensors, syndicators, aggregators, and/or other services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Updates to the Site

We may make necessary deployments of changes, updates or enhancements to the Site at any time. We may also add or remove functionalities or features, or we may suspend or stop the Site altogether. We will have no liability for any suspension or cessation of the Site or any other services in connection with the Site except as may be set forth in an applicable Transaction Agreement.

Linking to the Company’s Site and Social Media Features

You may link to the homepage of the Site, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.

Certain functions on the Site may provide certain social media features that enable you to:

  • Link from your own or certain third-party websites to certain content made available through the Site.
  • Send emails or other communications with certain content, or links to certain content, through the Site.
  • Cause limited portions of content on certain parts of the Site to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us and solely with respect to the content they are displayed with. Subject to the foregoing, you must not:

  • Establish a link from any website that is not owned by you.
  • Cause the Site or portions thereof to be displayed on, or appear to be displayed by, any other website, for example, framing, deep linking, or in-line linking.
  • Link to any part of the Site other than the Company’s web homepage.
  • Otherwise take any action with respect to the materials made available through the Site that is inconsistent with any other provision of these Terms of Service or any applicable Transaction Agreement.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Service.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Third-Party Materials

The Site may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising and including on and in connection with Business Accounts (collectively, “Third-Party Materials”). You acknowledge and agree that the Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. The Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or through the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE SITE IS AT YOUR OWN RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, EXCEPT AS MAY BE CONTAINED IN AN APPLICABLE TRANSACTION AGREEMENT. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVERS THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE MEETS YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO THE SITE, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless the Company and its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Service or any applicable Transaction Agreement or your use of the Site, including, but not limited to, your User Contributions, any use of the content, services, and products made available through the Site other than as expressly authorized in these Terms of Service or any applicable Transaction Agreement, and your use of any information obtained from the Site.

Governing Law

All matters relating to the Site and these Terms of Service and any applicable Transaction Agreement, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction) and the Federal Arbitration Act.

Arbitration

You and the Company agree that any dispute arising out of or related to the Terms of Service, any Transaction Agreement, the Site, your use of the Site, and/or any goods or services purchased from the Company or otherwise through or in connection with the Site, will be exclusively resolved through binding arbitration pursuant to the then-current rules of JAMS before a single neutral arbitrator working under the auspices of JAMS. The arbitration shall be held in Henderson, Nevada, or, if this location is not available pursuant to JAMS, the arbitration shall be held in Las Vegas, Nevada. The arbitrator’s award may be entered in any court of competent jurisdiction.

THERE IS NO JUDGE OR JURY IN ARBITRATION. BY USING THE SITE, AND AGREEING TO THESE TERMS OF SERVICE AND ANY APPLICABLE TRANSACTION AGREEMENT, YOU ARE GIVING UP YOUR RIGHT TO HAVE ANY DISPUTE DECIDED IN A COURT OF LAW BEFORE A JUDGE OR JURY. Further, court review of any arbitration award is limited.

Notwithstanding any provision in these Terms of Service to the contrary, the prevailing party, as determined by the arbitrator, shall be entitled to recover his, her, or its reasonable attorneys’ fees and costs and expenses incurred in connection with the arbitration.

YOU AGREE THAT ANY ARBITRATION WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. IN NO EVENT MAY ANY SUCH ARBITRATION BE BROUGHT ON BEHALF OF A CLASS OR IN ANY OTHER CONSOLIDATED OR REPRESENTATIVE ACTION. Notwithstanding any provision in these terms to the contrary, if the class-action waiver in the prior sentence is deemed invalid or unenforceable, however, neither you nor the Company are entitled to arbitration.

Limitation of Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE, ANY TRANSACTION AGREEMENT, OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Service or any applicable Transaction Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Service or any applicable Transaction Agreement shall not constitute a waiver of such right or provision.

If any provision of these Terms of Service or any applicable Transaction Agreement is held by an arbitrator or by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service or any applicable Transaction Agreement will continue in full force and effect.

Entire Agreement

The Terms of Service, any applicable Transaction Agreement, and our Privacy Policy constitute the sole and entire agreement between you and the Company regarding the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.

Your Comments and Concerns

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