These TOU apply to the web site OPIOID WATCH, available at http://www.opioidinstitute.org, which is operated by The Opioid Research Institute, a not-for-profit Florida corporation (“TORI,” “we,” “us” or “our”), and to interactive features, downloads, applications and widgets that post a link to these TOU, regardless of whether accessed via computer, mobile device or otherwise (collectively, the “Site”).
OPIOID WATCH is a trademark of TORI. The Site is © 2018 TORI.
Table of Contents
- Intellectual Property Ownership of Site Materials
- Your License to Use Materials on Our Site
- Information/Content You Submit
- Acceptable Use Policy
- Widgets and Mobile Services
- Your Warranties
- User Interactions and Disputes
- Copyrights and Other Intellectual Property and Related Complaints
- Third Party Links and Content
- Linking Policy
- Disclaimer of Warranties
- Disclaimers/Limitation of Liability
- Term and Termination
- Location of Site and Territorial Restrictions
- Governing Laws; Jurisdiction; Commencement of Actions
- Arbitration; Waiver of Class Actions
1. INTELLECTUAL PROPERTY OWNERSHIP OF SITE MATERIALS
Unless otherwise explicitly specified, this Site and all materials that are included in or are otherwise a part of the Site, including, without limitation, graphics, layout, text, instructions, images, books, periodicals, audio, videos, widgets, designs, advertising copy, compilations, and the trademarks, logos, domain names, trade names, service marks and trade identities; any and all copyrightable material (including source and object code); the “look and feel” of the Site, the compilation, assembly and arrangement of the materials of the Site; and all other materials related to the Site (collectively, the “Materials”) are owned, controlled or licensed by TORI, its subsidiaries or affiliates and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent, rights of privacy and other laws, rules, regulations and international treaties.
2. YOUR LICENSE TO USE MATERIALS ON OUR SITE
You also agree that you will not: (a) use any robot, spider, rover, scraper, or any other data mining technology or automatic or manual process to monitor, cache, frame, mask, extract data from, copy or distribute the Materials (except as may be a result of standard search engine or activity or your use of a standard internet browser), nor will you (b) modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party web site, or otherwise use the Materials in any way for any public or commercial purpose except as specifically permitted by TORI.
3. INFORMATION/CONTENT YOU SUBMIT
The Site may provide you and others with the opportunity to participate in forums, blogs, message boards, social networking, social communities and other communication functionality and may provide you with the opportunity, through such features or otherwise, to submit, post, display, transmit, perform, publish, distribute or broadcast content and materials, including, without limitation, social features such as following users, authors, books, or topics, creating book lists, photographs, videos, writings, computer graphics, testimonials, book and periodical reviews, pictures, data, questions, comments, suggestions or personally identifiable information (collectively, “User Content”) to TORI, the Site and other third parties.
Except as otherwise provided in this TOU, you or the owner of any content that you post to our Services retain ownership of all rights, title, and interests in that content. However, by posting content on a Service, you grant us and our assigns, agents, and licensees the irrevocable, royalty free, perpetual, worldwide right and license to use, reproduce, modify, display, remix, perform, distribute, redistribute, adapt, promote, create derivative works, and syndicate this content in any medium and through any form of technology or distribution. You agree that you either: (i) own the rights to the User Content you submit and the right to grant all of the rights and licenses in these TOU; or (ii) you have all necessary rights and licenses from the owner(s) of these rights to enter into these TOU and grant TORI these licenses. Upon TORI’s request, you will furnish TORI any documentation, substantiation or releases necessary to verify your compliance with these TOU. You also acknowledge that the Internet may be subject to breaches of security and should be aware that submissions of User Content or other information may not be secure, and you should consider this before submitting or distributing any information, including, without limitation, User Content to TORI, the Site or other third parties.
You further irrevocably grant TORI the right to use your name included with or in any User Content. Except as prohibited by law, you waive any moral rights you may have in any User Content you submit. If you sign in to TORI through another web service or widget provided by a third party, such as Facebook or Twitter, your User Content posted on TORI may appear on those third-party sites and other sites with whom you or they have access and share content.
You further acknowledge and agree that TORI may review, monitor, display, accept or exploit any User Content, and TORI may, in its sole discretion, delete, move, re-format, edit, distribute, block, alter, distort, remove or refuse to exploit User Content without notice or liability to you. TORI reserves the right to treat User Content on the Site, or on certain portions of the Site, as content stored at the direction of users for which TORI will not exercise editorial control except to enforce the rights of third parties and the content restrictions set forth herein when notice of such violations are brought to TORI’s attention. We may not maintain user Content posted on the Site for any particular period of time, we may delete it at our discretion and you have no right to access or control any User Content that you provide. You understand that TORI is not obligated to use User Content and that you will not receive any consideration or compensation for your User Content or for any exploitation of it.
4. ACCEPTABLE USE POLICY
As a participant on the Site, you agree that when you upload any User Content, send messages or other materials to other users, or participate in discussions on the Site:
User Content must be yours. All User Content must be original with you, not copied from someone else’s work, and you must have all rights in the User Content and have obtained from all persons who contributed in any way or have any rights to your User Content or otherwise appear in the User Content to upload, distribute or embed (as applicable) the User Content on the Site and elsewhere.
Though nudity is natural, not everyone wants to see it. The same goes for hateful things, spam, and irrelevant photos. So steer away from naked people, meanness, grossness, inappropriateness and anything else that you wouldn’t want to see when you’re exploring.
Don’t upload, post or distribute third party materials. Your User Content should not contain any visible logos, phrases or trademarks or other third-party materials. Do not use any User Content that belongs to other people and pass it off as your own. This includes any content that you might have found elsewhere on the Internet.
Do we hear music? Your User Content may not contain any music. No jingles, sampling or otherwise.
Keep it relevant. Your User Content should relate to the content on the Site and should be intended to add to the discussion on the Site — it should not include irrelevant topics or postings.
Please follow codes of social decency. Express yourself with non-offensive individual self–expression. Be respectful of others’ opinions and comments. If you think your User Content might offend someone, chances are it probably will. Cursing, flaming, harassing, stalking, posting insulting comments, personal attacks, gossip or similar actions are prohibited. Your User Content may not threaten, abuse or harm others. Your User Content may not include any negative comments that are connected to race, national origin, religion, gender, sexual orientation or physical handicap or that are defamatory, slanderous, indecent, obscene, pornographic or sexually explicit.
Do not use the Site for commercial purposes. Your User Content may not advertise or promote a product or service. You may not use your User Content to raise money for anyone or for a pyramid or other multi-tiered marketing scheme.
Do not upload, post or distribute User Content that is inappropriate or illegal. Your User Content may not promote any illegal activity.
No violence. Your User Content may not promote violence or describe how to perform a violent act.
Be honest and do not misrepresent yourself or your User Content. Do not impersonate any other person, user or company by uploading, posting or distributing User Content that you know or suspect is false, fraudulent, deceptive, inaccurate, misleading or that misrepresents your identity or affiliation with a person or company.
Others are watching. We hope that you will use the Site to exchange information and User Content and have discussions with other members. Please remember that the Site is a public forum and User Content, including, without limitation, your photograph, username, bio and interests that you post will be accessible and viewable by anyone on the Internet. Think carefully about the information you choose to post.
Don’t share other people’s personal information. Your User Content should not reveal another person’s address, phone number, e-mail address, credit card number or any information that may be used to track, contact, or impersonate that individual or that is personal in nature.
Don’t damage the Site or anyone’s computers. User Content may not contain, and you are prohibited from uploading viruses, Trojan horses, spyware or any other technologies that could impact the operation of the Site or any computer system.
You understand and acknowledge that TORI may from time to time monitor or review the Site, provided, however, that TORI has no obligation to monitor the content of the Site and assumes no responsibility for libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, illegality or inaccuracy contained in any information transmitted to or from any such locations on this Site. TORI reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or governmental request, or to edit, disable or remove any information or materials, in whole or in part, that in its sole discretion are objectionable or in violation of these rules.
5. WIDGETS AND MOBILE SERVICES
6. YOUR WARRANTIES
You represent and warrant that: (i) all information you provide to TORI is accurate and complete; and (ii) you hold and will continue to hold all rights necessary to enter into and perform your obligations under these TOU. You also agree that you will be responsible for obtaining and maintaining all Internet access services, computer hardware and other equipment needed for access to and use of the Site and you will be responsible for all charges related thereto.
7. USER INTERACTIONS AND DISPUTES
You are solely responsible for your interaction with other users of the Site, whether online or offline. We are not responsible or liable for the conduct of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others and in all other online activities.
8. COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY AND RELATED COMPLAINTS
You may not use the Site for any purpose or in any manner that infringes the rights of any third party. TORI encourages you to report any content on the Site that you believe infringes your rights. Only the owner of the intellectual property 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 Site 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”), TORI has a designated agent for receiving notices of copyright infringement and TORI 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 TORI’s 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 sthe 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.
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.
We reserve the right to terminate the accounts of users whom we deem in our sole discretion to be infringers.
TORI will endeavor to provide you with notice if your materials have been removed based on a third-party complaint of alleged infringement of the third party’s intellectual property rights.
TORI’s copyright agent for notice of claims of copyright infringement on or regarding the Site can be reached as follows:
Name: Copyright Administrator
Mailing address: The Opioid Research Institute
558 Tomahawk Court
Palm Beach Gardens, FL 33410
Phone number: +1-561-776-0080
E-mail address: email@example.com
9. THIRD PARTY LINKS AND CONTENT
There may be links from the Site, or communications you receive from the Site, including, without limitation, from advertisers or sponsors, to third party web sites or our Site may include third party content that we do not control, maintain or endorse. Accessing those third party sites requires you to leave the Site and you expressly acknowledge and agree that we are in no way responsible or liable for any of those third party sites, including, without limitation, their content, policies, failures, promotions, products, services, actions and/or any damages, losses, failures or problems caused by, related to or arising from those third parties or their sites.
10. LINKING POLICY
TORI grants you the revocable permission to link to the Site; provided, however, that your web site, or any third party web sites that link to the Site: (a) must not frame or create a browser or border environment around any of the content on the Site or otherwise mirror any part of the Site without TORI’s express written consent; (b) must not imply that TORI or the Site is endorsing or sponsoring it or its products, unless TORI has given its prior written consent; (c) must not present false information about, or disparage, tarnish, or otherwise, in TORI’s sole opinion, harm TORI or its products or services; (d) must not use any TORI trademarks without the prior written permission from TORI; (e) must not contain content that in TORI’S sole opinion could be construed as distasteful, offensive or controversial or otherwise objectionable; 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 TOU. By linking to the Site, you agree that you are now and will continue to be in compliance with TORI’s linking requirements.
Notwithstanding anything to the contrary contained in these TOU, TORI reserves the right to prohibit linking to the Site for any reason in our sole and absolute discretion even if the linking complies with the requirements described above.
11. DISCLAIMER OF WARRANTIES
THE SITE, INCLUDING, WITHOUT LIMITATION, THE MATERIALS, ARE PROVIDED ON AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, TORI AND ITS PARENTS, SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, VENDORS, AND CONTRACTORS (COLLECTIVELY, THE “TORI PARTIES”) MAKE NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SITE; (B) THE MATERIALS ON OR PROVIDED THROUGH THE SITE; (C) THE WIDGETS AND OTHER DOWNLOADABLE ITEMS; (D) USER CONTENT; (E) THE FUNCTIONS MADE ACCESSIBLE ON OR THROUGH THE SITE; (F) ANY PRODUCTS, SERVICES OR INSTRUCTIONS OFFERED OR REFERENCED AT THE SITE; OR (G) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TRANSMITTED TO TORI OR VIA THE SITE. IN ADDITION, THE TORI PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. THE TORI PARTIES DO NOT REPRESENT OR WARRANT THAT THE SITE OR THE FUNCTIONS CONTAINED THEREIN WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE TORI PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SITE IS ACCURATE, COMPLETE, CORRECT, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE. YOU ACKNOWLEDGE, BY YOUR USE OF THE SITE, THAT YOUR USE IS AT YOUR SOLE RISK. THE TORI PARTIES DO NOT WARRANT THAT YOUR USE OF THIS SITE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE TORI 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 TOU.
12. DISCLAIMERS/LIMITATION OF LIABILITY
YOU UNDERSTAND AND AGREE THAT TORI LIMITS ITS LIABILITY IN CONNECTION WITH YOUR USE OF THE SITE AS SET FORTH BELOW:
UNDER NO CIRCUMSTANCES WILL THE TORI PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO (A) THE SITE; (B) THE MATERIALS; (C) THE WIDGETS AND OTHER DOWNLOADABLE ITEMS; (D) USER CONTENT; (E) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SITE; (F) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE TORI PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SITE; (G) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (H) ANY ERRORS OR OMISSIONS IN THE SITE’S TECHNICAL OPERATION; AND/OR (I) ANY DAMAGE TO ANY USER’S COMPUTER, HARDWARE, COMPUTER SOFTWARE, MOBILE DEVICE, MODEM 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 TORI PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT, INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED, IN WHOLE OR IN PART, BY NEGLIGENCE, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SITE. IN NO EVENT WILL THE TORI PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME DISTRICTS 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 TORI PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED U.S. $10.
YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF TORI’S 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 MATERIALS OWNED OR CONTROLLED BY THE TORI 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 MATERIALS OWNED OR CONTROLLED BY THE TORI PARTIES.
YOU ASSUME TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS CHECKING AS YOU CONSIDER NECESSARY.
BY ACCESSING THE SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
You agree to defend, indemnify and hold the TORI Parties harmless from and against any and all costs, claims, demands, investigations, liabilities, losses, damages, judgments, settlements and expenses, including attorneys’ costs and fees, that directly or indirectly arise from or are otherwise directly or indirectly related to: (a) User Content; (b) your use of the Site or activities in connection with the Site; (c) your breach or anticipatory breach of these TOU; (d) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (e) information or material transmitted through your computer, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or defames any person; (f) any misrepresentation made by you; and/or (g) the TORI Parties’ use of your information. You will cooperate as fully required by the TORI Parties in the defense of any claim. Notwithstanding the foregoing, the TORI Parties retain the exclusive right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of action that are brought against them under the terms and provisions of this Section. Further, the TORI Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of the TORI Parties.
Hold Harmless of Service Provider
A third-party service provider (the “Service Provider”) may provide the technology and hosting for aspects of this Site. Anything in the foregoing to the contrary not withstanding, by participating on this Site you agree to indemnify and hold harmless the Service Provider on all matters related to your interaction with others using this Site and participation with this Site. As such, the Service Provider is a third-party beneficiary to your agreement with these TOU.
14. TERM AND TERMINATION
TORI reserves the right to terminate your access to and use of the Site in its sole discretion, without notice and liability, including, without limitation, if TORI believes your conduct fails to conform with these TOU. TORI also reserves the right to investigate suspected violations of these TOU and any violation, or potential violation, of these TOU may be referred to law enforcement authorities.
Upon termination of your access to the Site, or upon demand from TORI, all rights granted to you under these TOU will cease immediately, and you agree that you will: (a) immediately discontinue use of the Site; and (b) destroy all materials obtained from the Site and all related documentation.
15. LOCATION OF SITE AND TERRITORIAL RESTRICTIONS
The Site is intended for U.S. residents. The information provided on the Site 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 TORI to any registration requirement within such jurisdiction or country. TORI controls and operates the Site from premises in the United States of America and makes no representations or warranties that the information, products or services contained on the Site are appropriate for use or access in any location outside of the United States. Anyone using or accessing the Site from other locations does so on their own initiative and are responsible for compliance with United States, and local laws regarding online conduct and acceptable content, if and to the extent such local laws are applicable. We reserve the right to limit the availability of the Site or the provision of any content, program, product, service or other feature to any person, geographic area, or jurisdiction, at any time and in our sole discretion.
Special Provisions Applicable to Users Outside the United States: We strive to create a global community with consistent standards for everyone, but we also strive to respect local laws. If you use the Site and reside out outside the United States, by using the Site you consent to having your personal data transferred to and processed in the United States.
Software related to or made available by this Site may be subject to United States export controls. Thus, no software from the Site may be downloaded, exported or re-exported (a) into (or to a national or resident of) Cuba, North Korea, Iran, Syria or any other country to which the United States 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 Site, 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.
16. GOVERNING LAWS; JURISDICTION; COMMENCEMENT OF ACTIONS
THESE TOU AND THE INTERPRETATION OF THESE TOU WILL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES, AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. YOU AGREE THAT JURISDICTION OVER AND VENUE IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SITE, THE USE OR ACCESS THEREOF, OR THESE TOU SHALL BE IN THE APPLICABLE STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NY. YOU HEREBY CONSENT AND SUBMIT TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE APPLICABLE FEDERAL AND STATE COURTS LOCATED IN NEW YORK, NY FOR ANY SUCH LEGAL PROCEEDING. YOU AGREE THAT ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE WITH RESPECT TO THE SITE MUST BE COMMENCED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR ELSE YOU AGREE YOU HAVE WAIVED ANY SUCH CLAIM.
17. ARBITRATION; WAIVER OF CLASS ACTIONS
By your use of the Site, you agree that any dispute or claim arising out of or in connection with any provision of this TOU or your use of the Site will be finally settled by binding arbitration in New York, NY in accordance with the rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for preliminary or interim equitable relief, or to compel arbitration in accordance with this paragraph, without breach of this arbitration provision. Any claim or dispute between the parties shall be brought in a party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.
The failure of TORI to act with respect to a breach of these TOU by you or others does not constitute a waiver and will not limit TORI’s rights with respect to such breach or any subsequent breaches. No waiver by TORI of any of these TOU will be of any force or effect unless made in writing and signed by a duly authorized office of TOU. Neither the course of conduct between the parties nor trade practice will act to modify these TOU. TORI may assign its rights and duties under these TOU to any party at any time without any notice to you.
If any provision of these TOU is found to be unenforceable for any reason, then that provision will be deemed severable from these TOU and will not affect the validity and enforceability of any remaining provisions. TORI reserves the right to modify or add to these TOU at any time without prior notice (“Updated TOU”). You agree that we may notify you of the Updated TOU by posting it on this Site so that it is accessible via a link on the home page, and that your use of the Site after we have posted the Updated TOU (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated TOU. Therefore, you should review this TOU before using the Site. The Updated TOU will be effective as of the time of posting, or such later date as may be specified in the Updated TOU, and will apply to your use of the Site from that point forward.