Terms and Conditions

Transcend Social, LLC
Website: www.transcendsocial.com (“Website”)
Last Updated: 31-8-2015

Welcome to our Website, which is owned and operated by Transcend Social, LLC (the “Company,” “We” or “Our”).

If you continue to access, browse and/or use this website, you are agreeing to comply with and be bound by the following terms and conditions (“Terms and Conditions”).

These Terms and Conditions are in addition to the Privacy Policy (“Privacy Policy”) and any other terms and conditions governing the provision of specific services by Company, which are specifically incorporated herein by reference and collectively referred to hereinafter as the “Agreement”. In that regard, prior to Using (as defined below) the Website, it is important that you (the “User” or “You”) read the Agreement carefully. By continuing to access, view, browse and/or otherwise use the Website (collectively referred to hereinafter as “Use” or “Using”), You agree to Terms and Conditions and the Privacy Policy.

If You do not agree to the Terms and Conditions and/or Privacy Policy, set forth herein or otherwise on the Website, you must not Use it (the User must not use it). We retain the right to change the content of the Website or these Terms and Conditions at any time. Any changes made to these Terms and Conditions shall be effective immediately upon posting. Your continued Use of the Website constitutes acceptance of those changes.

The Company is offering the Use of the Website for the purpose of advertising its services, which includes, without limitation, digital marketing, social media marketing, search engine optimization and design-related services as well as providing general and specific information relating to same.

The situating of the Website on the World Wide Web and/or Internet constitutes a continuing offer by the Company to the You to Use the Website according to the Terms and Conditions.

By Using the Website in any manner, You accept that offer and these Terms and Conditions form a binding contract between You and the Company to adhere to same.  Further, by Using the Website, You make the material representation upon which You wish the Company to reasonably rely that You will adhere to the Terms and Conditions in connection with the Your Use of the Website.

If You are dissatisfied with any aspect of the Terms and Conditions, Your sole and exclusive remedy is to discontinue Using the Website.

Finally, by Your Use of the Website, You also stipulate that a violation of any of the Terms and Conditions will result in irreparable harm to the Company not compensable in money damages, such that, without limitation, injunctive relief shall be a necessary and appropriate remedy.

General Disclaimer

Nothing contained on the Website shall be construed as a representation to be reasonably relied upon. In no event shall anything on the Website be construed either to create a duty of care or to constitute a representation by Us of any sort to be relied upon by You in any manner whatsoever. We take no responsibility for information sent to it that is intercepted by third parties.

In addition, nothing contained on the Website shall be construed as providing legal advice in any manner whatsoever and We are not a law firm. Rather, any content contained on the Website including, without limitation, any articles or blogs are merely providing business advice based on Our business experience. We recommend that You consult with a lawyer if You want legal advice.

In addition, although we go to great lengths to confirm the accuracy of the information on the Website, We do not in any way guarantee or warrant the accuracy, completeness or timeliness of information contained on the Website.

In addition, We do not take any responsibility for the information contained on any website to which this one may be linked, as the same is completely independent of the Website You acknowledge and agree that your participation in and on the Website is at your own risk.

You acknowledge that We in our operation of the Website is simply serving as a passive conduit and do not control the quality, safety or legality of any information that is created by any third parties. Accordingly You acknowledge and agree that We shall be entitled to the immunities afforded to an Interactive Computer Service under the Communications Decency Act, 47 USC § 230, as it may be amended.

In no event shall We be liable to You for damage to a User directly or indirectly to information contained within Third Party Content (as defined below).

Content

We take no responsibility for the communications or information contained in any advertisement, articles, posts and/or blogs submitted by third parties on the Website (collectively, “Third Party Content”). The views expressed in any Third Party Content are merely those of the poster or advertiser, and do not necessarily reflect the views of the Company or any person or entity affiliated with the Company.

We have no obligation to screen in advance, nor is the Company responsible for screening or monitoring Third Party Content. Furthermore, the Company does not endorse any opinions or views expressed in the Third Party Content. We may, but undertakes no duty to, review, delete, re-arrange or restrict access to any Third Party Content or other content submitted to the Company for any reason, in its sole discretion. Moreover, and without limitation, other aspects of the Material (as defined below) and other content on the Website may consist of information from third parties.

We take no responsibility for the information contained in content provided by third party links or information provided to Us by third parties, and shall have no liability to You in that regard. Accordingly, You shall not rely on any information contained in the Website in any manner.

Inaccuracy Disclaimer

You acknowledge the possibility of errors, inaccuracies or omissions within the content of the Website. We reserve the right, but undertake no obligation, to correct any errors, inaccuracies or omissions and to change or update information, on the Website, including without limitation, Third Party Content, at any time and without prior notice to You.

Access to Website – Limited License

The Website contains images and content including, without limitation, images, photographs, pictures, graphics, text, software, video clips, audio clips, digital downloads, data, messages, data compilations or any and all other information controlled by Us (collectively, “Materials”).

The Website and the content provided therein including, without limitation, the Materials may not be copied, reproduced, republished, uploaded, posted, transmitted or distributed without Our prior written permission, which may be unreasonably withheld.  Notwithstanding the foregoing, We grant You a limited non-exclusive license to Use the Website for the sole purpose of preparing, evaluating and purchasing our services.

No other download, retention, use, publication or distribution of any portion of the Content is allowed. In addition, You specifically acknowledge that You are prohibited from downloading (other than page caching) or modifying any portion of the Website without the our prior written approval, which may be unreasonably withheld.

Notwithstanding the foregoing, You are also granted a limited license to print copies of any Materials posted on the Website, but only for the limited purpose set forth above.  Without limitation, the above-license shall not entitle any person or entity to use or download any portion of the Website for competitive uses.

Except as expressly provided, all rights are reserved. We may terminate this license at any time by amendment of these Terms and Conditions. Moreover, and notwithstanding the foregoing, if You exercise Your limited rights hereunder, You must retain all copyright and trademark notices, including any other proprietary notices, contained in the Materials. You shall not, under any circumstances, alter, obscure or obliterate any of such notices.

Your Conduct

By utilizing the Website, You make the material representation upon which You wish for Us to reasonably rely, that You will comply with the code of conduct set forth below:

  • You, when utilizing the Website, will not do so in an unauthorized manner, or in a manner which violates any legal or regulatory proscription or duty, including, without limitation, violating our intellectual property or that of another;
  • You will not utilize the Website in a manner that is harmful to the Company or any other person or entity;
  • You will not utilize any information that You gained as a result of Using the Website to illegally or improperly violate another person’s or entity’s privacy rights;
  • You will not utilize any of the our trademarks as metatags on other websites or otherwise use our trademarks for Your own advertising or pecuniary gain;
  • You will not utilize the Website in regard to any commercial activities, advertising or sales, except as specifically authorized herein, without our prior written consent, which may be unreasonably withheld;
  • You will not use any robot, spider or other intelligent agent software or device to access or monitor the Website in any manner;
  • You will not restrict any other user from properly using the Website, including without limitation, by way of “computer hacking” or otherwise altering the software or functionality of the Website and its underlying programs;
  • You will not forge headers or otherwise manipulate web pages or other aspects of the Website in a manner so as to try to disguise Third Party Content;
  • You will not use the Website if the You are not able to form legally binding contracts, are under the age of eighteen (18) or have been temporarily or indefinitely suspended from the Website;
  • You will not transmit any material, non-public information about any person or entity without the proper authorization to do so;
  • You will not cover or obscure any advertisements located within the Website;
  • You will not provide to the Company any incomplete, false or inaccurate information or information which does not belong to the User;
  • You will not revise, modify, reverse engineer or in any way alter any portion of the Website or its contents or underlying technology;
  • You will not “frame” or “mirror” any part of the Website;
  • You will not utilize any device to or in an attempt to circumvent the structure of the Website and/or spam or flood the site;
  • You, through the Website, will not harass or advocate the harassment of any other person;
  • You will not impersonate any other person and/or falsely state or otherwise misrepresent that You have an affiliation with any other person or entity, or otherwise mislead, deceive or defraud the Company or any other third party;
  • You will not create a database utilizing any information found within the Website; and
  • You will not record any streaming audio or video located on the Website.

You hereby make the material representation upon which You wish the Company to rely that: (i) You are at least 18 years of age; (ii) You are authorized to register with the Website and/or provide information to the Company; and (iii) You will adhere to the any and all terms and conditions governing Your Use of the Website including, without limitation, the Agreement.

Abuse of the Website

If, in our sole discretion, we determine that You are creating potential liabilities, or acting inconsistently with these Terms and Conditions, We may, without limitation, prohibit, terminate and/or limit access to the Website, and/or take technical and legal steps to keep You off the Website, without notice.  You acknowledge and agree that We are not liable to You for the termination of Your Use of the Website, or any claims related to same.

Copyrights; Restrictions On Use

The Materials on the Website are copyrighted by Us, its affiliates or its licensors under United States and international copyright laws, are subject to other intellectual property and proprietary rights and laws, and are owned by, or licensed to, Us and/or our affiliates or our licensors.

Moreover, the Materials, and the Website as a whole, should be treated and protected as a collective work or compilation under US Copyright and other laws.  Moreover, all individual articles, columns, postings, broadcasts and elements making up the Materials or otherwise contained in the Website are also copyrighted works.

Unless expressly permitted herein, the Materials may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale or redistributed in any way without our prior written permission and our applicable licensors.

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes any portion of the Website, including, without limitation, any of the Materials or access to the Website.

Copyright Infringement

It is our policy to respond expeditiously to claims of copyright infringement. In that regard, We will process and investigate notices of alleged infringement and will take appropriate action under the Digital Millennium Copyright Act and other applicable intellectual property laws.

You covenant and agree to provide Us with any information that You have regarding potential copyright infringement of any of the Materials. The sole and exclusive protocol for notifying Us that Your copyrighted work has been infringed upon is to provide written notice (“DMCA Notice”) to You as set forth herein or otherwise provided by the DMCA, as it may be amended from time to time.

The DMCA Notice must include (i) the signature of a person authorized to act on behalf of the owner of the copyright interest (“Copyright Owner”); (ii) a description of the copyrighted work that is believed to have been infringed upon; (iii) a description of precisely where the alleged infringing work is located on the Website; (iv) the Copyright Owner’s mailing address, telephone number and email address; (v) a statement by the Copyright Owner that it has a good-faith belief that the disputed use is not authorized by the Copyright Owner, its agent, or the law, or is not otherwise being conducted by another authorized owner or licensee of the work; and (vi) a statement by the Copyright Owner, made under penalty of perjury, that the information set forth in the submitted written notice is accurate and that it is the Copyright Owner or is authorized to act on the Copyright Owner’s behalf.

The DMCA Notice should be immediately delivered to Us by commercial carrier at the address set forth below in the “Notices” provision and directed to the attention of the “Copyright Agent.”& You acknowledge and agree that Your failure to properly comply with the requirements of the law and/or this provision may make his DMCA Notice invalid.

Trademarks

“Transcend Social” and variations thereof, as well as certain other of the names, logos and materials displayed on the Website constitute trademarks, tradenames, service marks or logos (“Marks“) of the Company or other related entities. You are not authorized to use any such Marks or any variations thereof. Ownership of all such Marks and the goodwill associated therewith remains with Us or other related entities.

Communications

Any communications, including, without limitation, emails, photographs, pictures, graphics, text, video clips, audio clips and/or other material sent directly, or by carbon copy or otherwise, to Us or any of its members, officers, employees or agents via the Website or otherwise shall become our property upon the transmission of the same.  You grant the perpetual and irrevocable right to both publicly or non-publicly utilize the same, including the identifying information contained therein, in any manner whatsoever, at no charge.

WE MAKE NO GUARANTEE OF CONFIDENTIALITY OR PRIVACY WITH REGARD TO ANY COMMUNICATION MADE BY OR THROUGH THE WEBSITE.

We specifically reserve the right, and You hereby authorize Us, to monitor transmissions over the Website and its related networks for maintenance, service quality control assurance or any other purpose permitted by the Electronic Communications Privacy Act, 18 U.S.C. §2701, et. seq.

Notices

All notices or other communications to Us, if any, that are to be given under these Terms and Conditions must be in writing, which shall be given by delivery to the address set forth below by way of either personal delivery, two-day mail or overnight mail by a commercial carrier.

Notices to Us shall be deemed given only upon receipt. Notices to the Us may also be given by electronic mail, provided that it is followed by an exact copy by either regular mail, personal delivery or two-day mail or overnight mail by a commercial carrier to the same addresses set forth above.

Such notice shall be deemed effective twenty four (24) hours after the message was sent, if no “system error” message or other notice of non-delivery is generated. Notices to Us shall be addressed as set forth below unless it changes the address in writing by updating these Terms and Conditions. The address for giving notice to Us is as follows:

Transcend Social, LLC
205 East 42nd Street
New York, New York 10017
contact@transcendsocial.com

Notices to You shall be provided by Us via email or any other address which the We reasonably believe to be associated with You. Notice shall be deemed effective upon our delivery of the same. We may communicate, and provide effective notice to You, by sending You emails or by posting notices on the Website.

Indemnification

You agree to indemnify, hold harmless and defend the Us, our affiliates, and any members, shareholders, directors, officers, employees or agents (collectively, “Company Parties”) of any of the foregoing with respect to any claim, demand, cause of action, debt, liability, damages, costs or expenses, including reasonable attorneys’ fees and expenses of the Company Parties’ selected attorney(s), arising from any third party claim relating to (i) Your infringement of any intellectual property of any person or entity, including without limitation, patents, trade secrets, copyrights, trademarks, service marks, trade names or similar proprietary rights; (ii) any failure by You to comply with these Terms and Conditions, specifically including the “Your Conduct” as set forth above; (iii) Your Use of the Website; (iv) Your tortious act against a third party; and/or (v) any act or omission or willful misconduct on Your part that results in a claim made against any of the Company Parties.

Privacy

Please refer to the Privacy Policy, as set forth on the Website. The User is bound to the terms contained therein.

Protection of Children

No one under the age of eighteen (18) is permitted to Use the Website without the involvement of a parent or guardian.

If You are a parent and believes that We may have inadvertently collected such information from Your child, please notify Us immediately by sending an email to contact@transcendsocial.com. Moreover, You should be aware of the fact that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist You in limiting access to material that it considers to be harmful to minors.

For convenience sake only, examples of some such protections are listed below. However, as otherwise set forth herein, We do not accept any liability for the products and services provided by any third parties. Nor does the following listing constitute, in any way, an endorsement of these products by Us. Rather, it is being provided only as an example and for Your convenience.

Cookies

We specifically acknowledge and hereby notify You that We may utilize “cookies” in connection with the operation of the Website.  You agree that such cookies may be placed on his computer, in connection with Your access to, and use of, the Website.  Nevertheless, You should note that You can likely make adjustments to Your web browser which may enable You to control the use of cookies.  Such action, however, could affect the Your Use of the Website.

Disclaimer

You explicitly agrees that Use of the Website, any of the Materials contained herein, is at Your own and sole risk. The Website and all Materials are provided “AS IS,” without warranty of any kind, either express or implied, including but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement.

Neither the Website nor the Company make any representations or warranties that the Website and/or any Materials contained therein will be uninterrupted, timely, secure or error free; nor does the Website or the Company make any representations or warranties as to the quality, fitness, truth, accuracy, currency, reliability or wholeness of the Website and/or any of the Materials contained herein.

Furthermore, Company does not guarantee or warrant in any manner any results that may be obtained from the Use of the Website, any services offered and/or provided by Company including, without limitation, any digital marketing, social media, search engine optimization and/or design-related services including, without limitation, with respect to the effectiveness of any of the services advertised or provided by Us in connection with enhancing or increasing Your business and/or visibility and/or prominence on the Internet.

You further understand and agree that any material and/or data downloaded or otherwise obtained through the Use of the Website or any of the Materials contained herein is done at Your own discretion and risk and that You will be solely responsible for any damage to Your computer system or loss of data that results from the download of such material and/or data.  You understand that We cannot and do not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties.

We make no warranty regarding any use or disclosure of confidential or private information that Yu may provide.

We may change any of the Terms and Conditions and/or information found on the Website at any time without notice. We make no commitment to update the information found on the Website, including without limitation the Materials.

The warranties and representations set forth in these Terms and Conditions are the only warranties and representations with respect to these Terms and Conditions, and are in lieu of any and all other warranties, written or oral, express or implied, that may arise either by agreement between You and Us or by operation of law, including without limitation warranties of merchantability and fitness for a particular purpose, all of which are hereby specifically disclaimed.

None of these warranties and representations will extend to any third person. Some jurisdictions do not allow the elimination of certain warranties, so some of the above exclusions may not apply to You. However, this shall be limited and only those prohibited by that jurisdiction shall be excluded and severed from the remainder of the other warranties, limitations and exclusions which shall remain in full force and effect to the maximum extent permitted by law.

Further, You explicitly agree that the Website, any other Materials and/or any Third Party Content, is being provided for informational purposes only.

Accordingly, We do not in anyway guarantee or warrant the effectiveness, sequence, accuracy, completeness or timeliness of the information contained on the Website, including, without limitation, those contained in the Materials. You further acknowledge that aspects of the Materials may be subject to terms and conditions of other agreements to which Company is a party.

All such information contained on the Website is “AS IS,” “WITH ALL FAULTS,” and You utilize the same at Your own risk.

You are responsible for undertaking Your own due diligence prior to using, adopting and/or implementing any information contained on the Website.  By Using the Website, You agree to forever waive, release and not hold Us liable for any claim for damages arising out of any decision that You make based upon the totality of information made available to You through the Website or otherwise. Further, We are not responsible for the conduct of other users, whether online or offline.

Limitation of Liability

WE ASSUME NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF OR BROWSING IN THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE WEBSITE. EXCEPT WHERE SPECIFICALLY REQUIRED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH (I) ANY USE OF THIS WEBSITE, MATERIALS AND/OR CONTENT FOUND HEREIN, (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE ANY COMPONENT OF THE WEBSITE), OR (III) THE PERFORMANCE OR NON-PERFORMANCE BY US, INCLUDING, BUT NOT LIMITED TO, NON-PERFORMANCE RESULTING FROM BANKRUPTCY, REORGANIZATION, INSOLVENCY, DISSOLUTION OR LIQUIDATION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES TO SUCH PARTIES OR ANY OTHER PARTY.

If, notwithstanding the foregoing, We should be found liable for any loss or damage which arises out of or is in any way connected with any of the above described functions or uses of the Website, any Materials or any of the our other goods or services, our liability shall in no event exceed US $100.00.

In its sole discretion, in addition to any other rights or remedies available to Us and without any liability whatsoever, We at any time and without notice may suspend, limit and/or terminate Your access to any component of the Website. Some states do not allow limitation of liability, so the foregoing limitation may not apply to You.

Release

BY UTILIZING THE WEBSITE, YOU HEREBY RELEASE, REMISE AND FOREVER DISCHARGE AND GIVE UP ANY AND ALL CLAIMS AND RIGHTS WHICH IT MAY HAVE AGAINST THE COMPANY PARTIES INCLUDING, WIHTOUT LIMITATION THE COMPANY, AND ALL OTHER RELATED PERSONS OR ENTITIES BASED ON ANY ACT, EVENT OR OMISSION, AND FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABLITIES, OBLIGATIONS, LEGAL FEES, COSTS AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO OR ARE CONNECTED WITH THE USE OF THE WEBSITE.

YOU FURTHER WAIVE, RELEASE AND GIVE UP ANY AND ALL CLAIMS AND DEFENSES ARISING FROM OR RELATING TO ANY ACT, EVENT OR OMISSION DIRECTLY OR INDIRECTLY RELATED TO THE USE OF THE WEBSITE.

THIS INCLUDES, WITHOUT LIMITATION, ANY CLAIM WHICH COULD BE ASSERTED NOW OR IN THE FUTURE UNDER (I) THE COMMON LAW; (II) ANY OF THE PARTIES POLICIES, PRACTICES OR PROCEDURES; AND/OR (III) ANY FEDERAL AND/OR STATE STATUTES OR REGULATIONS.

If You are a California resident, You hereby waive California Civil Code § 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

You hereby acknowledge, agree and stipulate that this waiver is being made consciously and with full understanding of the rights that You may be giving up.

Notwithstanding any termination of Your access to the Website, You acknowledge and agree that Your representations and obligations, as well as the disclaimer of warranties, limitation of liability and release of liability hereunder shall survive and continue in perpetuity.

Successors and Assigns

Whenever the terms “the Company” or “We”, “Our” or “Us” are used in connection with these Terms and Conditions, and in accordance with the other modes and methods set forth in the other webpages of the Website regarding its use in regard to a right, protection or benefit, it shall be construed to encompass Us, our related entities, successors, assigns, shareholders, officers, directors, members, officers, employees, attorneys and agents.  Further, the terms “You” or “Your” used in connection with these Terms and Conditions shall include Your heirs, related entities, successors, assigns, shareholders, directors, officers, members, employees and agents.

Authorized Permission for Use

You shall be considered an entity if the individual accessing the Website is doing so on behalf of an entity or is utilizing that entity’s computer system in connection with a task (either paid or unpaid) for that entity.

If You are an entity, the person using the Website on its behalf hereby makes the material representation upon which he wishes for Us to rely that he is authorized to bind that entity to the Terms and Conditions set forth above, as well as any other obligations imposed or undertaken through Use of the Website.

We reserve the right to terminate Your access to, and use of, whether as an individual or entity, the Website and any of its contents, including, without limitation, the Materials, or use of any of our services at its sole discretion and without any advance notice You.

Governing Law; Jurisdiction

You agree that this Agreement is made and delivered in, and shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to principles of conflicts of laws of the State of New York or any other state).

You hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the Supreme Court of the State of New York (with venue in New York County) or, if jurisdiction exists, at the option of either Us or You, to the jurisdiction of the United States District Court for the Southern District of New York for any action, proceeding or investigation in any court or before any governmental authority (a “Litigation”) for any action arising out of or relating to this Agreement including, without limitations, the Terms an Conditions (and agrees not to commence any Litigation relating thereto except in such courts).

You further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Litigation brought in any such court has been brought in an inconvenient forum.

Nevertheless, the You acknowledge and agree that We shall have the right to institute an action for equitable relief against the You in any court, anywhere in the world, as We deem necessary to protect its rights and/or maintain the status quo. This provision shall survive termination of this Agreement.

Attorneys’ Fees

If any of the Company Parties including, without limitation, the Company undertakes any action to enforce these Terms and Conditions, such party shall be entitled to recover from You and You hereby agree to pay, the actual attorneys’ fees and costs (including transcription, translation and expert witness fees) relating to any legal services of the Company Parties, whether or not resulting in institution of the Litigation including, without limitation, both actual pre-judgment and post-judgment attorney’s fees and costs and attorney’s fees and costs of settlement if no Litigation is instituted.

Further Assurances

You covenant and agree to perform all further acts and execute all supplementary instruments or documents which may be requested by Us to carry out the provisions and effectuate the intent of these Terms and Conditions.

Assignment

We may freely assign its rights and obligations in and to these Terms and Conditions. You acknowledge that You may not assign, transfer or sell Your rights or obligations under these Terms and Conditions without our advance written consent, which may be unreasonably withheld. Any purported assignment without our consent shall be deemed null and void.

Severability

One or more provisions of these Terms and Conditions may be legally prohibited or otherwise unenforceable in certain jurisdictions and not others. In such event, these Terms and Conditions shall be construed in a manner that is consistent with prevailing law in the jurisdiction in which it is enforced.

Therefore, if any provision of these Terms and Conditions is prohibited or otherwise unenforceable in a jurisdiction where it is being enforced, (a) it shall nevertheless be enforced to the fullest extent allowed by that prevailing law and (b) all other provisions of these Terms and Conditions shall remain in full force and effect and shall not be invalidated or rendered unenforceable.

Links to Other Sites

You acknowledge and agree that We have no responsibility for the accuracy or availability of information provided by websites to which You may link from the Website (“Linked Sites”).

Links to Linked Sites are provided as a convenience to You, and do not constitute an endorsement by or association with Us of such sites or the content, products, advertising or other materials presented on such sites.  We do not author, edit or monitor these Linked Sites.

You acknowledge and agree that We are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on such Linked Sites. If You access a Linked Site, You does so at Your own risk.

No Third Party Beneficiaries

These Terms and Conditions are not intended to be for the benefit of, and shall not be enforceable by any unaffiliated third party, except as may be specifically provided herein.

Nothing herein, express or implied, is intended to or shall confer on any third party any rights (including third party beneficiary rights), remedies, obligations or liabilities under or by reason of these Terms and Conditions or otherwise set forth in the Website, except as may be specifically provided herein.

These Terms and Conditions shall not provide third parties with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to the terms herein.

No third party shall have any right, independent of any right that exists irrespective of these Terms and Conditions, to bring any suit at law or equity for any matter governed by or subject to the provisions herein.

Prohibited by Law

We do not represent that the Materials are appropriate or available for use in any particular geographic location. Your Use of the Website or Materials is on Your own initiative.

In the event that any aspect of the Website or these Terms and Conditions is prohibited by law in Your jurisdiction, You agree not to Use the Website or any of the our products or services. It is solely Your responsibility to determine whether You are allowed by law to participate in the Website.

Without limitation, You release the Company Parties including, without limitation, the Company from all liability that could arise from Your prohibited participation in the Website, prohibited purchase of products or services or acceptance of these Terms and Conditions.

Moreover, and without limiting the indemnification otherwise provided herein, You shall indemnify, defend and hold the Company Parties including, without limitation, the Company harmless for any and all damages relating to a violation of this paragraph or any violation of the law by the User.

Without limiting the foregoing, aspects of the Materials and this Website may be subject to U.S. export controls and may not be downloaded, exported or re-exported: (a) into or to a national or resident of Cuba, Iran, North Korea, Sudan, Syria or any other country with respect to which the United States maintains trade sanctions prohibiting the shipment of goods (collectively, “Prohibited Countries”); or (b) to anyone who is on, or who may be acting on behalf of an entity that is on, the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department’s Denied Persons List or Entities List or otherwise included in General Order 3 (15 C.F.R. Part 736, Supplement 1), which prohibits exports to Mayrow General Trading, affiliated entities and persons and specified persons involved in the manufacture or sale of Improvised Explosive Devises (collectively, the “Lists of U.S. Prohibited Parties”).

By Using the Materials and any other aspect of the Website, You make the material representation and warranty upon which You seek Us to reasonably rely that You are not (a) located in any of the Prohibited Countries; (b) a national or resident of any of the Prohibited Countries; (c) on any of the Lists of U.S. Prohibited Parties; or (d) acting on behalf of any person or entity that is on any of the Lists of U.S. Prohibited Parties

Miscellaneous

Our failure to enforce any term, provision or condition of these Terms and Conditions, including the breach or default thereof, by conduct, course of dealing or otherwise, in one or more instances shall not be deemed a waiver.

To the extent that a provision of these Terms and Conditions is deemed unenforceable, the balance of it shall remain in full force and effect.

You specifically acknowledge that You have not accepted these Terms and Conditions on reliance of any Our representations or other promises, which are not specifically included herein.

You specifically stipulate that these Terms and Conditions do not constitute a contract of adhesion.

The gender terms in these Terms and Conditions shall apply equally to either gender. The headings in these Terms and Conditions shall have no force and effect. You acknowledge and agree that this Agreement constitute the entire agreement between You and Us hereto relating to the subject matter hereof, and any prior agreements, understandings, representatives and commitments concerning such subject matter, whether oral or written, are hereby superseded and terminated in their entirety and are of no further force or effect.

In such event, these Terms and Conditions, Privacy Policy and any agreements entered between You and Us in connection with specific services shall be read together, in pari materia, to constitute one agreement. In the event of a conflict, the terms of the specific agreement as it pertains to specific services shall prevail.