AU LLC KOLODEN ("Company") is an Illinois limited liability company series that owns and operates www.koloden.com and application programming interface ("API") integrated therewith (collectively, the "Platform") through which Company provides business entity and trademark searching services. This Terms of Service agreement ("Agreement") states the terms and conditions under which a user or its agents (collectively, "User") may access and use the Platform. Company and User are each, alternatively, a "Party" and collectively "Parties."
1. Acceptance of Terms of Service. By accessing and using the Platform, whether or not to utilize Company's services, User hereby READS, UNDERSTANDS, ACCEPTS, and AGREES to be bound by this Agreement's terms and conditions. Should User NOT accept these terms and conditions, User must neither access nor otherwise use the Platform. To the extent permitted by law, Company may amend, at any time and from time to time, this Agreement by posting a version of this Agreement to https://www.koloden.com/terms.ms. Company will notify User on its website and/or via email that amended terms have been posted, such terms becoming effective seven (7) days thereafter. User agrees that its continued use of the Platform constitutes an acceptance of such amendments.
2. Residency and Age. The Platform is intended to be accessed and utilized by Users who have attained the age of majority in their respective state or province. By accessing and using the Platform, User hereby represents, warrants, and affirms that it is either at least 18 years of age, an emancipated minor, or has acquired a parent or guardian's consent. User hereby affirms that it is, at a minimum and without exception, 13 years old. The Platform is not intended to be accessed or utilized by children less than 13 years of age.
a. COMPANY DOES NOT PROVIDE LEGAL ADVICE AND USER IS ADVISED TO CONSULT WITH ITS OWN ATTORNEY PRIOR TO USING THE PLATFORM. COMPANY DOES NOT GUARANTEE OR WARRANT, AND MAKES NO REPRESENTATIONS REGARDING, THE RELIABILITY, QUALITY OR SUITABILITY OF ITS DATA OR SERVICES, OR THOSE OF ANY GOVERNMENTAL AGENCY, THIRD-PARTY, OTHER DATA PROVIDERS OR THEIR SERVICES.
b. THE PLATFORM AND THE ENTIRETY OF ITS CONTENTS AND SERVICES PROVIDED THEREWITH ARE PROVIDED "AS IS," AND COMPANY HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATION THAT: (I) THE PLATFORM WILL MEET USER'S REQUIREMENTS; (II) ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) ANY INFORMATION OBTAINED THROUGH OR FROM THE PLATFORM WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY USER THROUGH THE WEBSITE WILL MEET EXPECTATIONS; (V) ANY USER-PROVIDED INFORMATION WILL NOT BE DISCLOSED TO THIRD-PARTIES; OR (VI) ANY DATA OR SOFTWARE ERRORS WILL BE CORRECTED.
4. Proprietary Rights.
a. Ownership. All Platform content, including any API guidelines which may be provided to User, is protected under international law and is owned by Company.
b. Limited License. Company hereby grants User a limited, revocable, non-exclusive, non-transferable, non-sublicenseable right to use the Platform at all times subject to the terms and conditions of this Agreement. User's use of the Platform may involve performing searches, viewing search results, and exporting search results for download. Notwithstanding the foregoing, User agrees not to sell, license, modify, distribute, reproduce, publicly display or perform, publish, or create derivative works from content available from the Platform. All rights not expressly granted under this Agreement are reserved by Company.
c. Promotional and Marketing Uses. User hereby grants to Company a non-exclusive, irrevocable, worldwide, perpetual, sub-licensable, transferable rights and license to use incidental depictions, including screenshots, video, or other content from User's use of the Platform.
d. Termination. Any rights granted to User under this Agreement shall immediately terminate upon User's breach of the terms of this Agreement.
5. User's Use of the Platform.
a. General. User agrees to use the Platform responsibly and truthfully. User may be able to browse Platform pages, register an account, order Platform services, and perform searches and conduct research through the Platform pursuant to the terms and conditions herein.
b. Registration. To use certain features of the Platform, User may be asked to register with the Platform. User agrees: (i) to provide true, accurate, current and complete information ("User Information") about itself as prompted by any registration form; and (ii) to maintain and promptly update its User Information to keep it true, accurate, current and complete. If Company has reasonable grounds to suspect that User Information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your access to and use of the Platform (or any portion thereof). User is solely and fully responsible for maintaining the confidentiality of its username, password, and, if applicable, API key ("Credentials") and is solely and fully responsible for all activities that occur under its Credentials. User agrees to: (i) immediately notify Company of any unauthorized use of User's Credentials or any other breach of security; and (ii) ensure that User logs off from its account at the end of each web applications session. User hereby expressly authorizes Company, through the Platform, to perform business entity, trade name, and related research on User's behalf as discretely initiated by User and involving terms User provides to Company through the Platform. Company cannot and will not be liable for any loss or damage arising from User's failure to comply with this section.
c. Paid Services.
i. General. If User purchases any services that Company offers for a fee ("Paid Services"), such as a subscription to Company's services, User authorizes Company and its designated payment processors to store User's payment information and other related information. User also agrees to pay the applicable fees for the Paid Services (including without limitation periodic fees for ongoing subscriptions (the "Subscription Fees") as they become due plus all related taxes (including, without limitation, sales and use taxes, duties, or other governmental taxes or fees), and to reimburse Company for all collection costs and interest for any overdue amounts. All fees and charges are nonrefundable and there are no refunds or credits for any partially used Paid Services (including partially used subscription periods) except: (i) as required by applicable law; and (iii) at Company's sole and absolute discretion. Fees for the Paid Services may be payable in advance, in arrears, per usage, or as otherwise described when you initially purchase the Paid Services. Except as otherwise described in this Section 5, all prices for Paid Services are subject to change without notice.
ii. Payment Method. Company may, from time to time, offer various payment methods, including without limitation payment by credit card, by debit card, by check, by certain mobile payment providers, or by using PayPal. User authorizes Company to charge User for Paid Services through any payment method(s) User selects when purchasing the Paid Services (the "Payment Method") and User agrees to make payment using such Payment Method(s) (Company may, from time to time, receive and use updated payment method information provided by User or that financial institutions or payment processors may provide to Company to update information related to User's Payment Method(s), such as updated expiration dates or account numbers). Certain Payment Methods, such as credit cards and debit cards, may involve agreements between User and the financial institution, credit card issuer, or other provider of User's chosen Payment Methods (the "Payment Method Provider"). If Company does not receive payment from User's Payment Method Provider, User agrees to directly pay all amounts due upon demand from Company. User's non-termination or continued use of the Paid Services reaffirms that Company is authorized to charge User's Payment Method.
iii. Automatic Renewal of Subscriptions. IF USER PAYS FOR A SUBSCRIPTION BY CREDIT OR DEBIT CARD (OR OTHER PAYMENT METHOD IDENTIFIED ON COMPANY'S SERVICES OR A SOCIAL NETWORKING SITE AS INVOLVING AN AUTOMATICALLY RENEWING SUBSCRIPTION) AND USER DOES NOT CANCEL USER'S SUBSCRIPTION AS SET FORTH IN THIS SECTION 5, USER'S SUBSCRIPTION WILL BE AUTOMATICALLY EXTENDED FOR SUCCESSIVE RENEWAL PERIODS OF THE SAME DURATION AS THE SUBSCRIPTION TERM ORIGINALLY SELECTED (FOR EXAMPLE, UNLESS USER CANCELS, A ONE MONTH SUBSCRIPTION WILL AUTOMATICALLY RENEW ON A MONTHLY BASIS). UNLESS OTHERWISE INDICATED IN ANY APPLICABLE ADDITIONAL TERMS OR COMMUNICATIONS COMPANY SENDS TO USER'S REGISTERED EMAIL ADDRESS, SUCH RENEWAL WILL BE AT THE SAME SUBSCRIPTION FEE AS WHEN USER FIRST SUBSCRIBED, PLUS ANY APPLICABLE TAXES, UNLESS COMPANY NOTIFIES USER AT LEAST 10 DAYS PRIOR TO THE END OF USER'S CURRENT TERM THAT THE SUBSCRIPTION FEE WILL INCREASE. USER ACKNOWLEDGES AND AGREES THAT USERS PAYMENT METHOD WILL BE AUTOMATICALLY CHARGED FOR SUCH SUBSCRIPTION FEES, PLUS ANY APPLICABLE TAXES, UPON EACH SUCH AUTOMATIC RENEWAL. USER ACKNOWLEDGES THAT USER'S SUBSCRIPTION IS SUBJECT TO AUTOMATIC RENEWALS AND USER CONSENTS TO AND ACCEPTS RESPONSIBILITY FOR ALL RECURRING CHARGES TO USER'S CREDIT OR DEBIT CARD (OR OTHER PAYMENT METHOD, AS APPLICABLE) BASED ON THIS AUTOMATIC RENEWAL FEATURE WITHOUT FURTHER AUTHORIZATION FROM USER AND WITHOUT FURTHER NOTICE EXCEPT AS REQUIRED BY LAW. USER FURTHER ACKNOWLEDGES THAT THE AMOUNT OF THE RECURRING CHARGE MAY CHANGE IF THE APPLICABLE TAX RATES CHANGE OR IF USER IS NOTIFIED THAT THERE WILL BE AN INCREASE IN THE APPLICABLE SUBSCRIPTION FEES.
iv. Cancellation of Subscription. TO CHANGE OR CANCEL USER'S SUBSCRIPTION AT ANY TIME, USER MAY GO TO THE "USER ACCOUNT" PAGE AFTER LOGGING INTO THE PLATFORM AND CLICK "UNSUBSCRIBE." IF USER CANCELS USER'S SUBSCRIPTION, USER'S SUBSCRIPTION BENEFITS WILL CONTINUE UNTIL THE END OF USER'S THEN-CURRENT SUBSCRIPTION TERM, BUT USER'S SUBSCRIPTION WILL NOT BE RENEWED AFTER THAT TERM EXPIRES. USER WILL NOT BE ENTITLED TO A PRORATED REFUND OF ANY PORTION OF THE SUBSCRIPTION FEES PAID FOR THE THEN-CURRENT SUBSCRIPTION TERM, EXCEPT AS REQUIRED BY APPLICABLE LAW.
v. Current Billing Information Required. User agrees to provide current, complete, and accurate billing information and agree to promptly update all such information (such as changes in billing address, credit card number, or credit card expiration date) as necessary for the processing of all payments that are due to Company. User agrees to promptly notify Company if User's Payment Method is canceled (for example, due to loss or theft) or if User becomes aware of a potential breach of security related to User's Payment Method. If User fails to provide any of the foregoing information, User acknowledges that User's current Payment Method may continue to be charged for Paid Services and that User will remain responsible for all such charges.
vi. Change in Amount Authorized. If the total amount to be charged varies from the amount User authorized when purchasing any Paid Services (other than due to the imposition or change in the amount of taxes, including without limitation sales and use taxes, duties or other governmental taxes or fees), Company will provide notice of the amount to be charged and the date of the charge at least 10 days before the scheduled date of the transaction. If User does not cancel your Paid Services before the increased price goes into effect, User agrees to pay the increased price for the Paid Services. User agrees that Company may accumulate charges incurred and submit them as one or more aggregate charge during or at the end of each billing cycle. Company will inform User of any additional charges which are accumulated.
vii Payment Processors. Ordering services through the Platform involves utilizing the secured server of a payment processing service provider ("PSP," e.g., Stripe). Neither PSP nor any person or company related to PSP holds any ownership interest in the Platform or Company, nor receives any financial benefit from the Platform or Company other than a fee paid by Company to PSP for the services performed by PSP. Company makes absolutely no representations and/or warranties, and provides no assurances, regarding the PSP, the PSP owner, or the quality, availability, legality, or description of the payment processing services offered thereon. COMPANY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PSP AND/OR THE SERVICES OFFERED THEREON.
d. API Usage.
i. API Limitations. Company may, in its sole discretion, set limits on User's API usage including, without limitation, limits on the frequency with which User's requests are processed. Company may change such usage limits at any time, and/or may utilize technical measures to prevent over-usage and/or stop usage of the Platform APIs by an application after any usage limitations are exceeded.
ii. Brand Attribution.
a) Brand Feature. The term "Brand Features shall mean Company's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
(b) Attribution. User agrees only to use Company's word mark KOLODENÂ®, if at all, factually and in connection with User's implementation of the API in User's application or product. User shall not use any other Brand Feature in any other way. User shall not modify or alter any Brand Feature or use them in a confusing way, including suggesting sponsorship or endorsement by Company, or in a way that confuses Company with another brand.
e. Prohibitions. User agrees NOT to:
(i) use any content or information available through the Platform for any unauthorized purpose;
(ii) interfere with or damage the Platform including, without limitation, through the use of viruses, spyware, malware, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing, or methods that in any way reproduce or circumvent the navigational structure or presentation of the Platform or its contents;
(iii) collect, store, or distribute any information about any other user other than in the course of the permitted use of the Platform;
(iv) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third-party privacy rights;
(v) impersonate any person, company, or entity, either through identity masking or otherwise;
(vi) modify, sublicense, translate, sell, resell, reverse engineer, decipher, decompile, or otherwise disassemble any content on or portion of the Platform or any software used on or for the Platform;
(vii) attempt to gain unauthorized access to the Platform or its related systems or networks or prevent others' authorized access thereto;
(viii) use any robot, spider, site search/retrieval application, or other software or device to retrieve or index any portion of the Platform or collect information about the Platform or its users for any unauthorized purpose;
(ix) use the Platform in any way that competes with products or services offered by Company;
(x) use the Platform or API in an application that contains or displays or promotes spyware, adware, or other malicious programs or code, counterfeit goods, items subject to US embargo, hate materials or materials urging acts of terrorism or violence, goods made from protected animal/plant species, recalled goods, any hacking, surveillance, interception, or descrambling equipment, illegal drugs and paraphernalia, unlicensed sale of prescription drugs and medical devices, the sale of tobacco or alcohol to persons under twenty-one (21) years of age, pornography, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, unlicensed trade or dealing in stocks and securities, gambling items, professional services regulated by state licensing regimes, non-transferable items such as airline tickets or event tickets, non-packaged food items, or weapons and accessories;
(xi) violate any applicable law or regulation in connection with User's use of the Platform; or
(vii) disclose any propreitary or confidentially-marked information (e.g., API guidelines) to third-parties.
(xiii) assist any third-party in doing any of the foregoing.
6. Links. The Platform may contain links to other Internet sites and resources, and User hereby acknowledges and agrees that: (i) Company shall not be responsible for the availability of such external sites or resources; and (ii) Company does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. User agrees that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, goods or services available on or through any such website or resource.
7. Limits on Liability. Company, its affiliates, subsidiaries, officers, directors, employees, agents, licensors, successors, or assigns ("Company Parties") shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages arising from or relating to: (i) the Platform's availability; (ii) the acts, omissions, or conduct of any user or third-party, whether online or offline; (iii) any Platform content; (iv) any goods or services acquired as a result of any information obtained or transactions entered into through the Platform; or (v) any use of goods or services made available on any internet resource or webpage linked to the Platform. The Company Parties shall not be held responsible for technical malfunctions of any telephone system, cellular network, cable system, computer equipment, server, provider, or software. The Company Parties shall not be held responsible for any injury or damage to User's computer resulting from use of the Platform including, but not limited to, web page viewing, file downloading, server use or access, or following Platform links. User accesses the Platform at his/her own risk and is singularly responsible for any loss, damage, or costs incurred during such activity. The Company Parties shall not be responsible for any incorrect or inaccurate content posted on or received from the Platform, regardless of the cause of such inaccuracy. The Company Parties shall not be responsible for any conduct of any User of the Platform. The Company Parties shall not be responsible for any error, omission, interruption, deletion, defect, operational delay, communication line failure, or theft, destruction, or alteration of User's communication. No data or information obtained from the Company Parties shall create any warranty.
The Company Parties aggregate liability to User or any third-party, in any matter arising from or related to the Platform or the Agreement, shall not exceed the sum of one hundred dollars ($100.00).
User's access or use of any third-party website or internet resource linked to or from the Platform, or User's use of goods or services from third-party websites or internet resources linked to or from the Platform, is made at User's own risk. User hereby releases the Company Parties from any damages User suffers from User's access to third-party website or internet resources, and User agrees not to make any claims against the Company Parties arising from any purchase or acquisition of goods and services made available through the Platform or through third-party websites or internet resources.
The Company Parties shall not be liable for any damages resulting from the failure, by any party, to protect User passwords or account information. The Company Parties shall not be liable for any failure or performance delay under the Agreement due to circumstances beyond the Company Parties' control including, but not limited to, natural catastrophes, governmental acts, laws or regulations, terrorism, labor strikes or difficulties, communication system interruptions, hardware or software failures, transportation interruptions, or any inability to acquire materials or supplies.
8. Representations and Warranties of User. User hereby represents and warrants that: (i) it has the legal right and authority to enter into this Agreement; (ii) User's user of the Platform shall not violate any agreement User has with any other person or entity; and (iii) any materials or information provided by User to the Platform, and User's use of the Platform, shall not violate any law nor infringe upon nor violate any rights of any person or entity including, but not limited to, the right of privacy, right of publicity, or the right against libel or slander.
9. Indemnification. User agrees to indemnify, defend, and hold harmless the Company Parties from and against any loss, liability, or expense, including reasonable attorneys' fees and expenses and court costs, arising out of or related to: (i) any third-party claim against any Company Party alleging that any User content posted or submitted to the Platform infringes any of the third-party's rights; (ii) any User breach of any provision of this Agreement and/or any representation or warranty identified herein; or (iii) any cost or expense Company incurs in enforcing this Section. Company reserves the right to control the defense and settlement of any action or proceeding against any Company Party that User is bound to defend pursuant to the foregoing.
10. Suspension / Termination. Company, in its sole and unfettered discretion, may suspend or terminate all or part of User's access to the Platform for any reason including, without limitation, User's breach of this Agreement. User agrees that any suspension or termination of its access to the Platform may be effected without prior notice, and User agrees that: (i) Company may immediately deactivate or delete any of User's accounts and all related information and files in such accounts; and (ii) bar any subsequent access to the Platform. User agrees that Company shall not be liable to User or any third-party for any costs or damages of any kind for or resulting from any suspension or termination of User's Platform access. Company reserves the right to block users from certain IP addresses from accessing the Platform.
11. Take-Down Requests, DMCA. Company expressly prohibits users from uploading, posting, or otherwise distributing through the Platform any content which may violate another party's privacy, publicity, intellectual property, or other rights. If any User believes any Platform content violates or otherwise infringes upon any of User's rights, User is encouraged to contact Company immediately to request that the allegedly offending content ("Offending Content") to be removed from the Platform. To make such a request ("Take-Down Request"), User should provide Company's designed agent, listed below, with:
a. the identity of the Offending Content in sufficient detail such that it can be readily located (e.g., "The photograph of available at https://www.koloden.com/item123.jpg");
b. User's name, mailing address, email address, and telephone number; and
c. the name, user id, email, telephone phone number, and mailing address of the person User believes posted the Offending Content (as available).
In accordance with the Digital Millennium Copyright Act ("DMCA"), Company has designated a Copyright Agent who is charged with receiving notification of alleged copyright violations, and may accept notification of other offending Platform content. If User believes in good faith that material appearing on this website infringes your copyright, provide notification, pursuant to 17 U.S.C. s 512(c)(3)(A), to our Copyright Agent at:
Similarly, the DMCA provides that if one, in good faith, believe that a notice of copyright infringement has been wrongfully filed against him, he may send to our Copyright Agent a counter notice, subject to the requirements set forth in 17 U.S.C. s 512(g)(3).
Lastly, it should be noted that individuals making misrepresentations made in alleging that material appearing on this website constitutes copyright infringement may be liable for damages pursuant to 17 U.S.C. s 512(f).
Company will process proper Take-Down Requests, will promptly remove or disable access to any offensive or infringing content, and will terminate the accounts of repeat infringers.
12. Dispute Resolution Protocol.
a. Controlling Law and Jurisdiction. This Agreement will be interpreted in accordance with the laws of the State of Illinois and the United States of America, without regard to its conflict-of-law provisions. User and Company agree to submit to the personal jurisdiction of the Circuit Court of Cook County, Illinois or the United States District Court, Northern District of Illinois also located in Cook County, Illinois, for any actions for which the Parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision below.
b. Negotiations. In the event any dispute arises, User and Company agree to first attempt to negotiate the resolution any dispute, except those disputes the involving actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights, informally for at least thirty (30) days before initiating any arbitration or court proceeding.
c. Other parties. User accept that, as a corporation, Company has an interest in limiting the personal liability of its officers and employees. User agrees that it will not bring any claim personally against Company's officers or employees in respect of any losses User suffers in connection with the Platform. Without prejudice to the foregoing, User agree that the limitations of warranties and liability set out in this Agreement will protect Company's officers, employees, agents, subsidiaries, successors, assigns, and sub-contractors as well as Company.
d. Binding Arbitration. All claims arising from use of the Platform (except those disputes the involving actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights) will be finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. User understands that if either party elects to arbitrate, neither party will have the right to sue in court or have a jury trial. The arbitration will 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 both of which are available at the AAA website http://www.adr.org. The Parties will submit briefs of no more than 10 pages and the arbitration hearing will be limited to two (2) days maximum. The arbitrator will apply Illinois law. Unless otherwise agreed by the Parties, arbitration will take place in Chicago, Illinois. User's arbitration fees and User's share of arbitrator compensation will be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If User's claim for damages does not exceed $10,000, Company will pay User's share of fees unless the arbitrator finds that either the substance of User's claim or the relief sought was frivolous or brought for an improper purpose as determined pursuant to Federal Rule of Civil Procedure 11(b). The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing. The arbitrator must follow Illinois law and any award may be challenged if the arbitrator fails to do so. The Parties may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
e. WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER. USER AND COMPANY AGREE THAT ANY ARBITRATION WILL BE LIMITED TO THE DISPUTE BETWEEN COMPANY AND USER INDIVIDUALLY. USER ACKNOWLEDGES AND AGREES THAT USER AND COMPANY ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE USER'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING.
a. Injunctive Relief. User acknowledges that the services and information furnished by Company hereunder and the rights granted by Company herein are of a special, unique, and intellectual nature, which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated for in damages in an action at law. The breach by User of the provisions of this Agreement (, disclosure of API guidelines) or will cause Company irreparable injury and damage for which Company will be entitled, without posting any bond or security, to seek injunctive or other equitable relief. The granting of equitable relief will not be construed as a waiver of any other rights of Company in law or in equity.
b. Waiver; Remedies Cumulative. To the maximum extent permitted by applicable law: (i) no claim or right arising out of this Agreement or any of the documents referred to in this Agreement can be discharged by a Party, in whole or in Part, by a waiver or renunciation of the claim or right unless in writing signed by such Party; (ii) no waiver that may be given by a Party will be applicable except in the specific instance for which it is given; and (iii) no notice to or demand on one Party will be deemed to be a waiver of any obligation of that Party or of the right of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement.
c. Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the Parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of the agreement between the Parties with respect to its subject matter. The Parties acknowledge that they have not relied on any promise, representation, or warranty, express or implied, not contained in this Agreement.
d. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. This Agreement is not intended, and will not be construed, to render Company, User, and/or third-parties partners, joint venturers, or co-owners.
e. Survival. Sections 3, 4, 7, 9, 12, and 13 shall survive the termination or expiration of this Agreement.
14. Contact. Any questions regarding these Terms of Service may be directed to Company's administrators at firstname.lastname@example.org.
Terms of Service Â© 2016 AU LLC KOLODEN