(A) The Organization’s Consent or Approval. As to any provision in these Terms that grants the Organization a right of consent or approval, or permits the Organization to exercise a right in its “sole discretion,” the Organization may exercise that right in its sole and absolute discretion. Note that the Organization’s consent or approval may be deemed to have been granted by the Organization without being in writing and signed by an officer of the Organization.
(B) Indemnity: You agree to, and you hereby, defend, indemnify, and hold the Covered Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Covered Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter:
(i) your User-Generated Content
(ii) your use of the websites and your activities in connection with the websites
(iii) your breach or alleged breach of these Terms
(iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the websites or your activities in connection with the websites
(v) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity
(vi) any misrepresentation made by you; and
(vii) the Covered Parties’ use of the information that you submit to us (including your User-Generated Content) (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by the Covered Parties in the defense of any Claim and Losses. Notwithstanding the foregoing, the Covered Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. The Covered Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a Covered Party. The indemnity does not apply to events arising directly from an attorney-client relationship, if any, that may be entered between you and the Organization on the terms described herein.
(C) Operation of Websites; Availability of Products and Services; International Issues: The Organization controls and operates the websites from its U.S.-based offices in the U.S.A., and the Organization makes no representation that the websites are appropriate or available for use beyond the U.S.A. If you use the websites from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply.
(D) Sever-ability; Interpretation: If any provision of these Terms is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed sever-able from these Terms, and the invalidity of the provision will not affect the validity or enforce-ability of the remainder of these Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in these Terms, the word will be deemed to mean “including, without limitation”. The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms.
(E) Communications: When you communicate with us electronically, such as via e-mail and text message, you consent to receive communications from us electronically. Please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
(F) Investigations; Cooperation with Law Enforcement; Termination; Survival: The Organization reserves the right, without any limitation, to
(i) investigate any suspected breaches of its websites’ security or its information technology or other systems or networks
(ii) investigate any suspected breaches of these Terms
(iii) investigate any information obtained by the Organization in connection with reviewing law enforcement databases or complying with criminal laws,
(iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters,
(v) prosecute violators of these Terms, and
(vi) discontinue the websites, in whole or in part, or, except as may be expressly set forth in any additional terms, suspend or terminate your access to it, in whole or in part, including any user Accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to the Organization under these Terms or any Additional Terms. Upon suspension or termination of your access to the websites, or upon notice from the Organization, all rights granted to you under these Terms will cease immediately, and you agree that you will immediately discontinue use of the websites. The provisions of these Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to the Organization in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
(G) Assignment: The Organization may assign its rights and obligations under these Terms, in whole or in part, to any party at any time without any notice. These Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of the Organization.
(H) No Waiver: Except as expressly set forth in these Terms, (i) no failure or delay by you or the Organization in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
Effective Date: These Terms were last revised on May 8, 2019.