STATSOCIAL TERMS AND CONDITIONS
The Effective Date of these Terms and Conditions is May 1, 2014
SUMMARY OF KEY POINTS
You should read all of these Terms, but here are some key points:
- Using the Service doesn’t give you permission to use StatSocial’s brand or logos.
- There are no promises or response-time guarantees for this version of the Service. We will endeavor to maintain a high level of service. While we will attempt for the results displayed to be accurate, we cannot make any guarantees about the accuracy of the Service.
- The Services that you obtain may be used solely for your own business purposes. You shall not use the Services for any other purposes or sell, redistribute, sublicense, disclose or transfer to any third party all or any portion of it or the content contained therein without the expressed written permission of StatSocial.
- You are responsible for complying with all applicable laws, rules and regulations, all third party rights and all StatSocial’s policies. You shall not use the Services in a manner that violates such laws, rules and regulations, third parties’ rights or any StatSocial’s policies or that is deceptive, unethical, false or misleading.
- You agree to indemnify StatSocial for claims arising from your breach of these Terms, among other types of claims.
- YOU AGREE TO ARBITRATE DISPUTES RATHER THAN GOING TO COURT. See the ARBITRATION section below.
- Your use of the Site is AS IS, without warranty and will result in no liability to us. Among other things, StatSocial does not represent or warrant, and specifically disclaims that the Services will be available without interruption or without bugs.
- All orders are subject to acceptance and availability. Any order placed by you constitutes an offer to purchase the Services from us. We will not accept an order unless all the details requested from you have been entered correctly. We will not be obliged to supply any other Services outside of the package you have ordered.
The Website or portions of the Website may require registration or may otherwise ask or require you to provide information to participate. When registering on the Website, you must choose a username and password. You are responsible for any and all actions and activities that occur under your account, username and/or password, you agree you will not sell or otherwise transfer your account, and you hereby release StatSocial from any and all liability that may arise in connection with your use of the Website or Services. You may not disclose your password to any other person. You are responsible for maintaining the confidentiality of your password and for restricting access to your computer (or other Internet access device, as applicable) so that others may not access the password protected portions of the Website. You will notify StatSocial if your username or password has been lost, stolen, or used by another person. Your account is strictly at the discretion of StatSocial and may be revoked at any time without cause and without notice. By using, accessing, and/or registering on the Website you agree that:
- All the details you provide to us for the purpose of registering on the Website and purchasing the Services are true, accurate, current and complete in all respects.
- You will notify us immediately of any changes to the information you provided on registration or to your personal information.
- You are over 18 years of age.
- You are legally capable of entering into a binding contract.
- You will only use the Website using your own username and password.
- You will change your password immediately upon discovering that it has been compromised.
- We may suspend or terminate your access to the Website immediately at any time, with or without notice for any reason, including but not limited to:
- Your failure to make a payment to us when due.
- Your breach of any of these Terms.
- Your impersonation of any other person or entity.
- Your failure to provide us within a reasonable time with sufficient information to enable us to determine the accuracy and validity of any information supplied by you, or your identity.
- If We suspect you have engaged, are about to engage, are engaging, or have in any way been involved in fraudulent or illegal activity on the Website.
Payment can be made through an electronic payment account (the “Payment Method”). If you register, we will provide you with an order form. By placing an order, you agree and authorize StatSocial to periodically charge your payment method on file. Payment will be charged or debited and cleared from your account before the provision of the Services to you. When you pay for your order by Payment Method, we may carry out certain checks, in accordance with applicable laws and the rules and requirements of the utilized electronic payment network, which include, for example, obtaining authorization from your issuer to ensure you have adequate funds and performing security validations. This may involve confirming your name, address, and other personal information supplied by you during the order process against third party databases including the issuer, credit reference agencies and fraud prevention services. We reserve the right to contact you in the event any problems occur with the authorization of your payment method and you agree that we may contact you in such circumstances via any of the contact methods you have provided us with.
Where we agree to supply Services to you on an ongoing or recurring basis, as by subscription, they shall be provided to you for an agreed upon minimum fixed period of time (the “Minimum Duration”). The length of the Minimum Duration, if applicable to the Services provided, will depend on the package you have selected to purchase.
Current prices of the Services are quoted on the Website. Prices quoted are for performance of the Services in the United States (USD). Unless otherwise agreed, all charges are exclusive of any local, state or federal taxes. You are solely responsible for any taxes, government charges, as well as reasonable expenses and attorneys and collection agent fees StatSocial may incur collecting late amounts. You waive all claims relating to disputed charges unless claimed within 60 days after the billing date. We reserve the right to increase the price of the Services, without advance notice, in response any material increases in the cost to us resulting from factors beyond our control (including, without limitation; any foreign exchange fluctuation, significant increase in the costs of labor, development, or other costs). Should this occur, you may cancel your order at any time prior to receiving Services. Continuing to utilize the Services thereafter shall constitute your acceptance of the limited increase in prices described above.
StatSocial may post your logo on our website and mention you as customer for the purposes of marketing the service.
StatSocial reserves the right to terminate your access to and use of the Website and/or Services (or any portion of the Website or Services) in its sole discretion, without notice and liability, including, without limitation, if StatSocial believes your conduct fails to conform with these Terms. StatSocial also reserves the right to investigate suspected violations of these Terms, including, without limitation, any violation arising from any e-mails you send to the Website or StatSocial. Any violation of these Terms may be referred to law enforcement authorities.
You may notify us of your intention to cancel the Service at any time, for any or no reason, at any time; such notice will only take effect after the Minimum Duration, if applicable, has elapsed. You may notify us of your wish to cancel by sending us a cancelation notice to firstname.lastname@example.org. Your cancelation notice must include your name, address, the name or description of the services you ordered. You are solely responsible for properly canceling your account. All of your Services will be immediately deleted upon cancellation. This information cannot be recovered once your account is canceled. StatSocial does not accept any liability for loss of Services due to account cancellation.
Termination, suspension, or cancellation of these Terms or your access to the Website will not affect any right or relief to which StatSocial may be entitled, at law or in equity. Upon termination of these Terms, all rights granted to you will automatically terminate and immediately revert to StatSocial and its licensors.
OWNERSHIP OF WEBSITE CONTENT
Unless otherwise explicitly specified, all materials that are included in or are otherwise a part of the Website, including past, present and future versions, content available for download, domain names, source and object code and the “look and feel” of the Website (“Site Content”) are owned, controlled or licensed by StatSocial, its subsidiaries or affiliates, and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent, and other laws, rules, regulations and treaties.
The Site Content may not be copied, reproduced, downloaded or distributed in any way, in whole or in part, without the express permission of StatSocial, unless and except as is expressly provided in these Terms. Any unauthorized use of the Site Content is prohibited.
YOUR LICENSE TO USE SITE CONTENT ON OUR WEBSITE
Subject to compliance with these Terms, you may visit the publicly available portions of our Website without further permission from StatSocial. With respect to Site Content, you agree to: (a) keep intact all copyright and other proprietary notices; (b) make no modifications to the Site Content; and (c) not allow or assist any third party (whether or not for your benefit) to copy or adapt any object code associated with the Website or reverse engineer, modify or attempt to discover any source code associated with the Website. You also agree that you will not, including by using any robot, scraper, or other data mining technology or process, frame, mask, extract data from, copy or distribute the Site Content (except as may be a result of standard search engine or Internet browser usage). Subject to your compliance with these Terms, if you are an authorized user of the Website, not in breach of these Terms, and in good standing, StatSocial grants you a limited, personal, non-exclusive, non- commercial, revocable and non-transferable license to access, download and view a single copy of the Site Content available via the password protected portions of the Website.
ACCEPTABLE USE POLICY: CONDUCT RULES
When you access or use the Website and/or Services, you agree to comply with the following rules:
- You may not engage in any conduct that harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability.
- You must not damage the Website or anyone’s computers.
- You must not (a) interfere with or disrupt the Site or any Site servers or networks; or (b) intentionally or unintentionally violate any applicable local, state, national or international law, including, without limitation, any regulations having the force of law.
- You must not engage in conduct that is false, deceptive, misleading, and deceitful, misinformed, or constitutes “bait and switch”.
- You must not infringe any patent, trademark, trade secret, copyright or other proprietary rights of any party.
- You must not collect personal data for unlawful purposes.
- You must not attempt to gain unauthorized access to StatSocial’ computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service or the Website.
- In the unlikely event that the price and/or description of an item listed on the Website has been incorrectly advertised, we will not be under any obligation to sell or provide those Services to you.
- If you have a comment, concern, or complaint about any Services you have purchased from us, please contact us via email at email@example.com.
- In the unlikely event that the price and/or description of an item listed on the Website has been incorrectly advertised, we will not be under any obligation to sell or provide those Services to you.
- You acknowledge that StatSocial may monitor the Services for the purpose of ensuring quality, improving StatSocial products and services and compliance with these terms. You shall not try to interfere with such monitoring or otherwise obscure from StatSocial your activity. StatSocial may use any technical means to overcome such interference.
- Other than expressly granted herein, this Agreement does not grant either party any intellectual property or other proprietary rights. You hereby release and covenant not to sue StatSocial and its corporate affiliates and any of their licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments, and claims (a) pertaining to any intellectual property you develop that is based on, uses, or relates to the Website and/or Services; and (b) which otherwise may arise in connection with your use of, reliance on, or reference to the Website and/or Services. StatSocial and its licensors retain all intellectual property rights (including without limitation all patent, trademark, copyright, and other proprietary rights) in and to the Services, all StatSocial websites and all StatSocial services and any derivative works created thereof. All license rights granted herein are not sub-licensable, transferable or assignable unless otherwise stated herein.
- STATSOCIAL MAINTAINS STRICT POLICIES WITH OUR PARTNERS WHEN IT COMES TO INFORMATION CONCERNING INDIVIDUALS WHO HAVE CHOSEN TO REMOVE THEMSELVES FROM STATSOCIAL.COM. ANY REMOVAL REQUESTS FROM STATSOCIAL MUST BE HONORED BY OUR PARTNERS, AS REQUIRED BY OUR STANDARD AGREEMENT. FOR ALL INFORMATION THAT IS SHARED WITH PARTNERS, STATSOCIAL REQUIRES THAT PARTNERS MAINTAIN AN ASSOCIATION WITH STATSOCIAL’ UNIQUE IDENTIFYING CODE FOR EACH AND EVERY INDIVIDUAL LISTING. THUS, ANY REMOVAL REQUESTS PROCESSED ON STATSOCIAL WILL FLOW THROUGH TO PARTNERS IN ORDER THAT OUR USER’S PRIVACY IS HONORED AT PRESENT AND IN THE FUTURE.
- StatSocial is not a consumer-reporting agency (“Consumer Reporting Agency”) as defined by the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. (“FCRA”) and the Services and any reports provided by the Services do not constitute “consumer reports,” “consumer credit information,” or “consumer report information” as those terms are defined in the FCRA. The information provided by the Website and Service does not bear on any consumer’s credit worthiness, credit standing, credit capacity, character, general reputation, personal characteristics, or mode of living. StatSocial has not collected or used the information on the Website or Services, and does not offer or provide the Website or Services, in whole or in part, for the purpose of serving as a factor in establishing any consumer’s eligibility for (A) credit or insurance to be used primarily for personal, family, or household purposes; (B) employment purposes; or (C) any other purpose authorized under section 1681b of FCRA. StatSocial does not regularly engage in whole or in part in the practice of assembling or evaluating consumer credit information or other information on consumers for the purpose of furnishing consumer reports to third parties; StatSocial does not prepare or furnish consumer reports as defined under FCRA; and StatSocial does not expect the information on the Website or provided by the Services to be used for any consumer purpose. You agree that you will not collect, use or provide StatSocial data, Services, or reports, or the Website, in whole or in part:
- In connection with establishing a consumer’s eligibility for credit or insurance to be used primarily for personal, family or household purposes or in connection with assessing risks associated with existing credit obligations of a consumer.
- For employment purposes, including without limitation for the purpose of evaluating a consumer for employment, promotion, reassignment or retention as an employee.
- For any tenancy verification or in connection with any application to rent real property.
- In connection with a determination of a consumer’s eligibility for a license or other benefit that depends on an applicant’s financial responsibility or status.
- As a potential investor or servicer, or current insurer, in connection with a valuation of, or assessment of credit or prepayment risks associated with, an existing credit obligation.
- In connection with any information, service or product sold or delivered to a “Consumer” (as that term is defined in the FCRA) that constitutes or is derived in substantial part from a consumer report; or for any other purpose under the FCRA.
- For the preparation of a consumer report or in such a manner that may cause such data to be characterized as a consumer report.
- For any other purpose authorized under section 1681b of FCRA.
- You agree that you do not and will not engage in whole or in part in the practice of assembling or evaluating consumer credit information or other information on consumers for the purpose of furnishing consumer reports to third parties, that you do not prepare or furnish consumer reports as defined under FCRA, and that you do not expect the information on the Website or provided by the Services to be used for any consumer purpose. You agree not to take any “adverse action” (as that term is defined in the FCRA), which is based in whole or in part on StatSocial Services or data, against any Consumer.
REPORTING COPYRIGHT AND OTHER INTELLECTUAL PROPERTY VIOLATIONS
You may not use the Website for any purpose or in any manner that infringes the rights of any third party. StatSocial encourages you to report any content on the Website that you believe infringes your rights. Only the intellectual property rights owner or person authorized to act on behalf of the owner can report potentially infringing content. If you have a good faith belief that content on the Website infringes your copyright, trademark, or other intellectual property rights, please follow the procedures set forth below.
In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”), StatSocial has a designated agent for receiving notices of copyright infringement and StatSocial follows the notice and take down procedures of the DMCA. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide StatSocial’ copyright agent the following information required by the Online Copyright Infringement Liability Limitation Act of the DMCA, 17 U.S.C. 512: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact the complaining party; (e) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe that any content on the Website violates your rights other than copyrights, please provide StatSocial with at least the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (c) an explanation of what rights you own/have and why you believe the content infringes your rights sufficient for us to evaluate your complaint; and (d) accurate contact information for you.
Please send your notice of claims of copyright infringement on or regarding the Website or other complaint regarding alleged violation of rights to StatSocial’ copyright agent, who can be reached as follows:
Michael Hussey DMCA agent, StatSocial Inc. firstname.lastname@example.org Tel: (212) 575-5409 Fax: (646) 496-9160
NOTE: This contact information is for inquiries regarding potential copyright and other intellectual property infringements only.
We have a policy of terminating the accounts of users who (in our reasonable discretion) are repeat infringers.
It is often difficult to determine if your intellectual property rights have been violated or if the DMCA requirements have been met. We may request additional information before we remove any infringing material. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove your content along with that of the alleged infringer pending resolution of the matter.
StatSocial will provide you with notice if your materials have been removed based on a third party complaint of alleged infringement.
There may be links from the Website, or from communications you receive from the Website, to third party web sites or online features. The Website also may include third party content that we do not control, maintain or endorse. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH OTHERS FOUND THROUGH THE WEBSITE INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY.
StatSocial grants you the revocable permission to link to publicly available (i.e., non-password protected) portions of the Website; provided, however, that any link to the Website: (a) must not frame or create a browser or border environment around any of the content on the Website or otherwise mirror any part of the Website; (b) must not imply that StatSocial or the Website is endorsing or sponsoring it or its products, unless StatSocial has given it prior written consent; (c) must not present false information about, or disparage, tarnish, or otherwise, in StatSocial’ sole opinion, harm StatSocial or its products or services; (d) must not use any StatSocial trademarks without the prior written permission from StatSocial; (e) must not contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable (in StatSocial’ sole opinion); and (f) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms. By linking to the Website, you agree that you do and will continue to comply with the above linking requirements.
Notwithstanding anything to the contrary contained in these Terms, StatSocial reserves the right to prohibit linking to the Website for any reason in our sole and absolute discretion.
DISCLAIMER AND LIMITATION OF LIABILITY
THE WEBSITE, INCLUDING, WITHOUT LIMITATION, THE WEBSITE CONTENT, IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER STATSOCIAL NOR ANY OF ITS PARENT, SUBSIDIARY COMPANIES, AFFILIATES, SUPPLIERS OR LICENSORS NOR THEIR EMPLOYEES, MANAGERS, OFFICERS, AGENTS AND VENDORS (COLLECTIVELY, THE “STATSOCIAL PARTIES”) MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE WEBSITE; (B) THE WEBSITE CONTENT; (C) THE SERVICES; AND/OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO STATSOCIAL OR VIA THE WEBSITE. IN ADDITION, THE STATSOCIAL PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF NON- INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. WE SHALL NOT BE LIABLE FOR ANY DELAY IN COMPLETING PERFORMANCE OF THE SERVICES, HOWEVER CAUSED.
THE STATSOCIAL PARTIES DO NOT REPRESEStatSocialARRANT THAT THE WEBSITE OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE WEBSITE OR THE SERVER THAT MAKES THE SITE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE STATSOCIAL PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE WEBSITE OR PROVIDED BY THE SERVICES IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE STATSOCIAL PARTIES DO NOT WARRANT THAT YOUR USE OF THE WEBSITE OR SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE STATSOCIAL PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO THESE TERMS.
BY ACCESSING OR USING THE WEBSITE AND/OR SERVICES YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE WEBSITE AND/OR SERVICES.
LIMITATION OF LIABILITY; WAIVER
UNDER NO CIRCUMSTANCES WILL THE STATSOCIAL PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, ECONOMIC, OR INCIDENTAL LOSSES OR DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE WEBSITE; (B) THE WEBSITE CONTENT; (C) THE SERVICES; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE WEBSITE; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE STATSOCIAL PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE WEBSITE; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE WEBSITE’S OR SERVICES’ TECHNICAL OPERATION; OR (H) ANY DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION , EVEN IF FORESEEABLE OR EVEN IF THE STATSOCIAL PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR ANY OTHER LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE WEBSITE), AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL THE STATSOCIAL PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE STATSOCIAL PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED THE AMOUNTS PAID OR PAYABLE TO STATSOCIAL BY YOU FOR THE SERVICES IN THE MONTH PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE SERVICES ARE MADE AVAILABLE PRIMARILY AS A CONVENIENCE TO STATSOCIAL’ USERS AND AS SUCH YOU AGREE THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THIS SECTION) ARE A FAIR ALLOCATION OF RISK AND AN ESSENTIAL ELEMENT OF THIS AGREEMENT.INJUNCTIVE RELIEF
YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF STATSOCIAL’ ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER SITE CONTENT OWNED OR CONTROLLED BY THE STATSOCIAL PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER SITE CONTENT OWNED OR CONTROLLED BY THE STATSOCIAL PARTIES.
You acknowledge that the limitations and restrictions in this Agreement are necessary and reasonable to protect StatSocial, and expressly agree that monetary damages may not be a sufficient remedy for breach of this Agreement. In recognition thereof, you agree not to assert, with respect to an action or motion of StatSocial for injunctive relief with respect to such breach, that monetary damages would be sufficient remedy for any such breach. You agree that StatSocial will be entitled to seek temporary and permanent injunctive relief against any threatened violation of such limitations or restrictions or the continuation of any such violation in any court of competent jurisdiction, without the necessity of proving actual damages.
LOCATION OF WEBSITE AND TERRITORIAL RESTRICTIONS
The information provided on the Website and by the Services 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 StatSocial to any registration requirement within such jurisdiction or country. StatSocial makes no representations or warranties that the information, products or services contained on the Website or in the Services are appropriate for use or access outside of the United States. Anyone using or accessing the Website or Services from other locations does so on their own initiative and is responsible for compliance with United States’ and local laws regarding online conduct and acceptable content, if and to the extent such laws are applicable. We reserve the right to limit the availability of the Website, the Services, or any portion of the Website or Services, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that we provide.
Software related to or made available by this Site may be subject to United States export controls. Thus, no software from this Website or the Services may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the U.S. has embargoed goods; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading any software related to this Website or the Services, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
GOVERNING LAW, NOTICES, AND MISCELLANEOUS
These Terms shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any conflicts of laws principles. Specifically excluded from application to these Terms is that law known as the United Nations Convention on the International Sale of Goods. Except to the extent expressly provided in the following paragraph, you hereby agree that any disputes arising under or in connection with these Terms or the Site shall be submitted for resolution to federal and state courts in New York County in the State of New York, and you hereby waive any jurisdictional, venue, or inconvenient forum objections to such courts.
You agree that email and other electronic communications can be used as a means of communication and acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. You hereby consent to receive service of all notices at the email address you provide to us. You understand that, by using or accessing the Website and/or Services, you are waiving any rights to receive notices from us, legal or otherwise, in paper form through the U.S. Postal Service. Any notices to StatSocial must be sent to our corporate headquarters address as set forth on our Website via first class or air mail or overnight courier, to the attention, and is deemed given upon receipt.
Any waiver of a provision of this Agreement or of StatSocial’ rights or remedies must be in a writing signed by a duly authorized officer of StatSocial to be effective. Failure, neglect, or delay by StatSocial to enforce a provision of these Terms or its rights or remedies or to act with respect to a breach of these Terms, will not be construed as a waiver of StatSocial’ rights and will not in any way affect the validity of the whole or any part of these Terms or prejudice StatSocial’ right to take subsequent action. Unenforceable provisions will be modified to reflect the parties’ intention, and remaining provisions of these Terms will remain in full effect. You may not assign any of your rights hereunder without StatSocial’ prior written consent, and any such attempt is void. StatSocial may assign its rights and duties under these Terms to any party at any time without any notice to you. If any provision of these Terms will be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. The Section titles are inserted only as a matter of convenience and have no legal or contractual effect. You agree that these Terms will not be construed against StatSocial by virtue of StatSocial having drafted them. You and StatSocial are not legal partners or agents, but are independent contractors.
You agree that you will be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed to access and use the Website and/or Services. You also agree to comply with all rules, laws and regulations that are applicable to your use of the Website, including, without limitation, those governing your transmission or use of any software or data.
All disputes arising under or relating to these Terms shall be settled by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Neither you nor StatSocial will participate in a class action or class-wide arbitration for any claims covered by these Terms. To the extent that the arbitrator deems reasonable, the arbitrator shall conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances. In the event that any in-person appearances are required by the arbitrator, such appearances shall be held in the County of New York in the State of New York. The arbitrator’s decision shall be based upon the laws of the State of New York, without giving effect to any principles of conflicts of law. Arbitration proceedings shall be confidential, and shall be conducted in a manner that preserves such confidentiality. The arbitrator’s decision shall follow the plain meaning of the relevant documents and shall be final and binding. The award rendered by the arbitrator may be confirmed and enforced in any court having competent jurisdiction thereof, and you agree that federal and state courts in New York County in the State of New York shall have such jurisdiction. The foregoing shall not preclude StatSocial or its suppliers and licensors from seeking any injunctive relief in a court of law or equity for protection of its intellectual property rights (including the rights of its licensors).
ENTIRE AGREEMENT AND OUR RIGHT TO UPDATE THESE TERMS
These Terms, as amended from time to time, constitute the entire agreement between the parties that govern your use of the Website and/or Services and supersede any prior agreements between you and StatSocial with respect to the subject matter of these Terms. Any conflicting or additional terms contained in additional documents or oral discussions are void (except for written agreement signed by both parties and modifications by StatSocial). You may grant approvals, permissions and consents to StatSocial by email, but any modifications by you to this Agreement must be made in a writing executed by both parties. Neither the course of conduct between the parties nor trade practice will act to modify these Terms.
StatSocial reserves the right to modify or add to these Terms at any time without prior notice (“Updated Terms”). You agree that we may notify you of the Updated Terms by posting them on the Website so that they are accessible via a link on the home page, and that your use of the Website after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms before using the Website and/or Services. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Website from that point forward.