3. License; Limitations on Use.
- 3.2. Prohibited Use. You may not Use this Website and/or any Content to:
- a.) Conduct commercial or promotional activities or sales efforts without prior written consent from Cadent.
- b.) Infringe upon the rights of any third party, including intellectual property rights, privacy rights, rights of publicity, or other personal or proprietary rights, or engage in deceptive or fraudulent activity.
- c.) Copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit or public purposes all or any portion of this Website, except to the extent permitted above or with prior written consent from Cadent.
- d.) Manually extract, decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from this Website or the Content without prior written consent from Cadent.
- e.) Determine this Website’s architecture, or extract data or information about usage, individual identities or users, via use of any network monitoring or discovery software or otherwise.
- f.) Monitor, copy, scan, review, index, mirror, ping or validate our Website or the Content without Cadent’s prior written permission, via robot, spider, other automatic software or device, process, approach or methodology, manual or otherwise (methods such as web scraping, harvesting, data extraction, data validation or verification are prohibited).
- g.) Transmit any computer virus, worm, defect, Trojan Horse, or any other item of a destructive nature, or upload any virus or malicious code.
- h.) Transmit any false, misleading, fraudulent or illegal communications, information or data.
- i.) Engage in phishing, spoofing, or other illegal or fraudulent activities, or violate applicable laws in your jurisdiction.
- j.) Access unauthorized information.
- k.) Attack, threaten with violence, stalk, harass, incite, harm, or intimidate any other user, person or organization, or engage in any other threatening behavior.
- l.) Transmit or post any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, fraudulent, invasive of another’s privacy, hateful, or otherwise objectionable, for example, any materials containing racial, ethnic, or other slurs, or hate speech, or which attack an individual or group on the basis of race, gender, gender identity, ethnicity, religion, national origin, or sexual preference.
- m.) Transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam (note that sending the same message multiple times or to multiple people will be treated as spam), chain letters, contests, pyramid schemes, surveys, or any other form of solicitation or mass messaging, whether commercial in nature or not.
- n.) Export or re-export this Website or any portion thereof, or its Content, in violation of the export control laws and regulations of the United States of America.
4. Third-Party Content, Links, Platforms and Communications
- 4.1. Third-Party Content. Third-party content (including, without limitation, content posted by other users of the Website) may appear on this Website or may be accessible via links from this Website. Cadent shall not be responsible for and assumes no liability for any infringement, mistakes, misstatements of law, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity in the statements, opinions, representations or any other form of content contained in any third-party content appearing on this Website. You understand that the information and opinions in the third-party content is neither endorsed by, nor does it reflect the beliefs or opinions of, Cadent. Further, information and opinions provided by employees and agents of Cadent in Interactive Areas are not endorsed by Cadent and do not represent the beliefs and opinions of Cadent.
6. User Postings.
- 6.1. Ownership of Postings. We do not claim any ownership rights in any data, information, text, graphics, links, messages, reviews, content, or other materials (collectively, “Postings”) that you post on or through this Website, in any interactive areas of this Website (the “Interactive Areas”), which include, without limitation, any blogs, reviews, wikis, bulletin boards, reviews, discussion boards, chat rooms, email forums, and question and answer features. After posting your Postings on this Website, you continue to retain any rights you may have in your Postings, including any intellectual property rights or other proprietary rights associated with your Postings, subject to the license you grant to us below.
- 6.2. License of Your Postings to Cadent. By posting, publishing, uploading, or distributing any Postings for use on this Website, you grant (or warrant that the owner of such rights has expressly granted) Cadent a perpetual, worldwide, royalty-free, irrevocable, non-exclusive right and license, with the right to sublicense, to use, modify, reproduce, publish, adapt, publicly perform, publicly display, digitally display and digitally perform, translate, create derivative works from and distribute your Postings or incorporate your Postings into any form, medium, or technology now known or later developed throughout the universe. You agree that you shall have no recourse against Cadent for any alleged or actual infringement or mis-appropriation of any proprietary right in Postings you provide to Cadent.
- 6.3. Postings Must Accurately Identify You. Your Postings shall be accompanied by your real name and shall not be posted anonymously. Notwithstanding the previous sentence, if your participation in an Interactive Area requires you to register and allows you to create a screen name, you may select and use a screen name that is not your real name, provided that you use your real name when registering for participation in the Interactive Area. Participants in Interactive Areas shall not misrepresent their identity or their affiliation with any person or entity.
- 6.4. Rules Applicable to Postings. You are entirely responsible for the content of, and any harm resulting from, any Posting that you post on or through this Website. When you create or make available a Posting on or through this Website, you represent and warrant that you:
- (a) own or have sufficient rights to post your Posting on or through the Service;
- (b) will not post Postings that violate our or any other person’s privacy rights, publicity rights, intellectual property rights (including without limitation copyrights) or contract rights;
- (c) have fully complied with any third-party licenses relating to Postings and shall pay all royalties, fees and any other monies required to be paid in connection with Postings that you post on or through the Service;
- (d) will not post any Postings that: (i) are defamatory, damaging, disruptive, unlawful, inappropriate, offensive, inaccurate, pornographic, vulgar, indecent, profane, hateful, racially or ethnically offensive, obscene, lewd, lascivious, filthy, threatening, excessively violent, harassing, or otherwise objectionable; (ii) incite, encourage or threaten immediate physical harm against another, including but not limited to, Postings that promote racism, bigotry, sexism, religious intolerance or harm against any group or individual; or (iii) contain material that solicits personal information from anyone under the age of 13, or exploits anyone in a sexual or violent manner;
- (e) will not distribute on or through this Website any Postings or presentations of data containing any advertising, promotion, solicitation for goods, services or funds or solicitation for others to become members of any enterprise or organization without the express written permission of the Cadent;
- (f) will not post any Postings that constitute, contain, install or attempt to install or promote spyware, malware or other computer code, whether on our or others’ computers or equipment, designated to enable you or others to gather information about or monitor the on-line or other activities of another party;
- (g) will not post any Postings that will or may give rise to liability or violate any local, state, federal or international law, or the regulations of the U.S. Securities and Exchange Commission, any rules of any securities exchange such as the California Stock Exchange, the American Stock Exchange, or the NASDAQ.
- In no event may any person or entity solicit anyone with data retrieved from this Website.
6.5. No Monitoring of Postings. Cadent has no obligation to monitor or screen Postings and is not responsible for the content in such Postings or any content linked to or from such Postings. Cadent however reserves the right, in its sole discretion, to monitor Interactive Areas, screen Postings, edit Postings, cause Postings not to be posted, published, uploaded or distributed, and remove Postings, at any time and for any or no reason without notification of or permission from you. Cadent may delete your Posting at any time for any reason without notification of or permission from you.
7. Listing Services.
- 7.1. Acceptance of Terms. Some of Cadent’s services function as listing services such as online bulletin boards for third party service providers to list their services. These listing services are only offered on condition of your acceptance of the terms and conditions set forth in in this Section 7. The terms in this Section 7 apply to all Users of any listing services. By using the Website’s listing services, you signify your acceptance of the terms in this Section 7. The listing services are currently available only to United States citizens and/or any individuals who are legally within the jurisdiction of the United States and may legally work within its jurisdiction.
- 7.2. No Responsibility for Listings. This Website is not an employment or other agency for any of the third-party service providers who promote themselves via the listing services. Other than providing this Website, Cadent does not take part in the interaction between Users seeking services and users supplying services in connection with the listing services.
- 7.3. Background Requirements. By requesting to use and/or using the listing services you represent and warrant that you have never been the subject of a complaint, restraining order or any other legal action involving, being arrested for, charged with, or convicted of any felony, any criminal offense involving violence, abuse, neglect, fraud or larceny, or any offense that involves endangering the safety of others. By requesting to use and/or using the listing services, you represent and warrant that you have not been and are not currently required to register as a sex offender with any government entity.
- 7.4. Not Professional Advice. Except as expressly agreed is a separate written agreement, no Content is intended to and does not constitute legal, financial or any other professional advice.
8. Our Management of this Website; User Misconduct
- 8.2. Interactions with other Users. Please choose carefully both the information you post on this Website, and that you give to other users of this Website. Cadent makes no guarantees, either express or implied, regarding individuals you may interact with through this Website, either with regard to their conduct, or regarding the quality of any products or services they provide. We discourage you from publicly posting your telephone number, street address or other personal or financial information on this Website. Information posted to this Website by other Users of this Website may be offensive, harmful or inaccurate, and in some cases may be mislabeled or deceptively labeled. You assume all risks associated with dealing with other users with whom you come in contact through this Website.
9. Warranty Disclaimer; Limitation on Liability.
- 9.1 Disclaimer of Warranties
- A.) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THIS WEBSITE, THE INTERACTIVE AREAS, THE CONTENT, AND POSTINGS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THIS WEBSITE OR THE CONTENT IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. PROVIDER DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR ANY WAY RELATED TO: (I) ANY ERRORS IN OR OMISSIONS FROM THIS WEBSITE, THE INTERACTIVE AREAS, THE CONTENT, AND THE POSTINGS INCLUDING, BUT NOT LIMITED TO, TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS; (II) THIRD PARTY COMMUNICATIONS; (III) ANY THIRD PARTY PLATFORMS, WEBSITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THIS WEBSITE, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM; (IV) THE UNAVAILABILITY OF THIS WEBSITE, THE INTERACTIVE AREAS, THE CONTENT, THE POSTINGS, OR ANY PORTION THEREOF; (V) YOUR USE OF THIS WEBSITE, THE INTERACTIVE AREAS, THE CONTENT, OR THE POSTINGS; OR (VI) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THIS WEBSITE, THE INTERACTIVE AREAS, THE CONTENT, OR THE POSTINGS.
- B.) TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF THE WEBSITE’S CONTENT, THE CONTENT OF ANY WEBSITE LINKED TO THE WEBSITE, POSTINGS, INFORMATION OR ANY OTHER ITEMS OR MATERIALS ON THE WEBSITE OR LINKED TO BY THE WEBSITE. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (I) ERRORS; MISTAKES OR INACCURACIES OF CONTENT AND POSTINGS; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY; AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND POSTING OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THIS WEBSITE.
- C.) WE DO NOT REPRESENT OR IMPLY THAT WE ENDORSE POSTINGS, OR ANY OTHER MATERIALS OR ITEMS AVAILABLE ON OR LINKED TO BY THE SERVICE, INCLUDING, WITHOUT LIMITATION, CONTENT HOSTED ON THIRD PARTY SITES, OR PRODUCTS OR SERVICES MADE AVAILABLE ON THIRD PARTY SITES.
ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE IN CONNECTION WITH THIRD PARTY POSTINGS, THIRD PARTY SITES, OR ANY PRODUCTS OR SERVICES OFFERED THROUGH THIRD PARTY SITES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DAMAGE RESULTING FROM SECURITY VULNERABILITIES IN THIRD PARTY PRODUCTS OR FROM YOUR RELIANCE ON THE BUSINESS LISTINGS, RATINGS, OR REVIEWS FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE WEBSITE.YOU ASSUME ALL RISK WHEN USING THIS WEBSITE, INCLUDING BUT NOT LIMITED TO ALL OF THE RISKS ASSOCIATED WITH ANY ONLINE OR OFFLINE INTERACTIONS WITH OTHERS, INCLUDING CONTRACTING FOR OR SUPPLYING SERVICES OF ANY NATURE.
- D.) PROVIDER DOES NOT ASSUME ANY RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY INFORMATION PROVIDED BY USERS SEEKING SERVICES OR USERS SUPPLYING SERVICES AS LISTED ON THIS WEBSITE. PROVIDER DOES NOT ASSUME AND EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY RESULT FROM THE USE OF THIS INFORMATION. PROVIDER IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THIS WEBSITE.
- E.) PROVIDER MAKES NO GUARANTEE OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED TO OR FROM THIS WEBSITE. CADENT WILL NOT BE LIABLE FOR THE PRIVACY OF ANY OF YOUR OR ANY OTHER THIRD-PARTY POSTINGS TO THIS WEBSITE AND SPECIFICALLY DISCLAIMS ANY LIABILITY RESULTING FROM SUCH POSTINGS AND COMMUNICATIONS, INCLUDING ANY OBJECTIONABLE CONTENT.
- F.) WHEN CADENT POSTS CONTENT AND MATERIALS, INCLUDING REVIEWS OF PRODUCTS AND SERVICES AND LINKS TO WEBSITES, PLEASE BE AWARE THAT THESE CONTENT AND MATERIALS MAY REFERENCE, LIST, REVIEW, AND/OR RATE ENTITIES, PRODUCTS OR SERVICES WITH WHICH WE HAVE DIRECT OR INDIRECT AFFILIATIONS OR OTHER RELATIONSHIPS. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ABSENCE OR EXISTENCE OF, OR THE EXTENT OR NATURE OF, ANY DIRECT OR INDIRECT AFFILIATIONS OR RELATIONSHIPS THAT WE MAY HAVE WITH ANY ENTITIES, PRODUCTS OR SERVICES THAT ARE REFERENCED, LISTED, REVIEWED AND/OR RATED ON THE WEBSITE. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE HAVE NO LIABILITY OR RESPONSIBILITY OF ANY KIND FOR ANY FURTHER UNDERSTANDING YOU MAY HAVE ABOUT THE ABSENCE OR EXISTENCE OF, OR THE EXTENT OR NATURE OF, AFFILIATIONS OR RELATIONSHIPS AMONG US AND ANY OTHER ENTITIES, PRODUCTS OR SERVICES IDENITIFID ON, FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SITE.
- 9.2 Limitation of Liability.
- 9.3 Exceptions to Disclaimers and Liability Limitations.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN ONE OF THESE STATES OR JURISDICTIONS, THE LIMITATIONS OR EXCLUSIONS IN SECTIONS 9.1 AND 9.2 MAY NOT APPLY TO YOU.
11. Third-Party Beneficiaries. The provisions of Section 9 (Warranty Disclaimer; Limitation on Liability) and Section 10 (Indemnification) are for the benefit of Cadent and its officers, directors, employees, agents, licensors, suppliers, and any third-party information providers to this Website. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its/their own behalf.
12. Legal Disputes and Arbitration Agreement
Please Read This Following Clause Carefully – It May Significantly Affect Your Legal Rights, Including Your Right to File a Lawsuit in Court
- 12.1. Initial Dispute Resolution. We are available by email at [email protected] to address any concerns you may have regarding your use of this Website. Most concerns may be quickly resolved in this manner. Each of you and Cadent agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.
The JAMS rules governing the arbitration may be accessed at https://www.jamsadr.com/adr-rules-procedures. If you initiate arbitration, to the extent the filing fee for the arbitration exceeds Two Hundred and Fifty U.S. Dollars ($250.00), we will pay the additional cost. If we are required to pay the additional cost of the filing fees, you should submit a request for payment of fees to JAMS along with your form for initiating the arbitration, and we will make arrangements to pay all necessary fees directly to JAMS. We will also be responsible for paying all other arbitration costs arising in connection with the arbitration other than costs incurred by you for legal counsel, travel and other out-of-pocket costs and expenses not constituting fees or amounts payable to JAMS. You will not be required to pay fees and costs incurred by Cadent if you do not prevail in arbitration.
The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
- 12.3. Class Action and Class Arbitration Waiver. You and Cadent each further agree that any arbitration shall be conducted in your respective individual capacities only and not as a class action or other representative action, and you and Cadent each expressly waive your respective right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above in Section 12.2 shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
- 12.4. Exception – Small Claims Court Claims. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
- 12.5. 30 Day Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in Sections 12.2, 12.3 and 12.4 by sending written notice of your decision to opt-out to the following email: [email protected] The notice must be sent within thirty (30) days of first using this Website, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them.
13. Notice to New Jersey Users. Notwithstanding any terms set forth in these Terms of Service, if any of the provisions set forth in Sections 9, 12, or 10 are held unenforceable, void or inapplicable under New Jersey law, then any such provision shall not apply to you but the rest of these Terms of Service shall remain binding on you and the Company. In addition, for New Jersey residents, the limitation on liability is inapplicable where attorneys’ fees, court costs, or other damages are mandated by statue. Notwithstanding any provision in these Terms of Service, nothing in these Terms of Service is intended to, nor shall it be deemed or construed to, limit any rights available to you under the Truth-in-Consumer Contract, Warranty and Notice Act.
14. Notice to California Users. Under California Civil Code Section 1789.3, users located in California are entitled to the following consumer rights notice: If a user has a question or complaint regarding the Service, please send an email to [email protected] Users may also contact us by writing to Cadent, LLC, 1675 Broadway, 22nd Floor, New York, New York 10019. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
15. Errors and Corrections. Cadent may make improvements and/or changes to this Website’s features or functionality, or Content or Postings, at any time.
Effective Date: April 30, 2019