If you are an individual accessing or using the Website on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an “Organization”), then you are agreeing to these Terms on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to these Terms. References to “you” and “your” in these Terms will refer to both the individual using the Website and to any such Organization. If you do not agree with these Terms you should not attempt to access or use the Website.
These Terms contain a mandatory arbitration provision that, as further set forth in Section 17 below, requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or any other court proceedings, or class actions of any kind.
2. Changes to the Terms. We may change these Terms from time to time by notifying you of such changes by any reasonable means, including by posting a revised set of Terms through the Website. Each revised set of Terms will replace all prior versions of the Terms. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms incorporating such changes, or otherwise notified you of such changes. Your use of the Website following any changes to these Terms will constitute your automatic acceptance of such changes. The “Last Updated” legend above indicates when these Terms were last changed. We may, at any time and without liability, modify or discontinue all or part of the Website (including access to the Website via any third-party links); charge, modify or waive any fees required to use the Website; or offer opportunities to some or all Website users.
3. Accessing the Website and Account Security. With respect to these Terms, we reserve the right to withdraw or amend this Website, and any material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
You are responsible for both: (i) making all arrangements necessary for you to have access to the Website; and (ii) ensuring that all persons who access the Website through your internet connection are aware of these Terms and comply with them.
4. Intellectual Property Rights. The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Welcome, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
These Terms permit you to use the Website solely for informational purposes, or for the business purposes contemplated in any End User Services Agreement, Subscription Agreement, Master Services Agreement, or other agreement (each, a “Services Agreement”) you may have with us (in case of conflict, the Services Agreement will control to the extent of such conflict). You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:
-Your computer may temporarily store copies of such materials in memory incidental to your accessing and viewing those materials;
-If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal use, provided you agree to be bound by our end user license agreement for such applications; and
-If we provide social media features with certain content, you may take such actions as are enabled by such features.
You must not:
-Modify copies of any materials from this Website;
-Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site; or
-Access or use for any commercial purposes any part of the Website or any services or materials available through the Website.
If you wish to make any use of material on the Website other than that set out in this section, please address your request to: firstname.lastname@example.org.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by Welcome. Any use of the Website not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
5. Prohibited Uses. You may use the Website only for lawful purposes and in accordance with these Terms. You agree not to use the Website to:
-Post, transmit or otherwise make available through or in connection with the Website any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
-Post, transmit or otherwise make available through or in connection with the Website any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).
-Use the Website for any commercial purpose other than as permitted under the Services Agreement, or for any purpose that is fraudulent or otherwise tortious or unlawful.
-Harvest or collect information about users of the Website.
-Interfere with or disrupt the operation of the Website or the servers or networks used to make the Website available, including by hacking or defacing any portion of the Website; or violate any requirement, procedure or policy of such servers or networks.
-Restrict or inhibit any other person from using the Website.
-Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Website except as expressly authorized herein, without Welcome’s express prior written consent.
-Reverse engineer, decompile or disassemble any portion of the Website, except where such restriction is expressly prohibited by applicable law.
-Remove any copyright, trademark or other proprietary rights notice from the Website.
-Frame or mirror any portion of the Website, or otherwise incorporate any portion of the Website into any product or service, without Welcome’s express prior written consent.
-Systematically download and store Website content.
-Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Website content, or reproduce or circumvent the navigational structure or presentation of the Website, without Welcome’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Website’s root directory, Welcome grants to the operators of public search engines permission to use spiders to copy materials from the Website for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Welcome reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.
You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Website.
6. General Informational Purposes Only; No Legal Advice. Any recommendations, best practices, procedures, response plans, policies or other guidance is provided for general informational purposes only, and, notwithstanding the potential customized nature of any such guidance, may not be appropriate or suitable for you and may not satisfy any or all laws, rules, regulations or industry or contractual requirements applicable to you. You are solely responsible for evaluating the suitability of any such guidance for you and your circumstances. It is not necessarily accurate, complete, or appropriate for your circumstances. Nothing on the site, including any such guidance, constitutes legal or other professional advice, and you should contact your own legal counsel with any questions regarding the laws, rules, regulations or industry or contractual requirements that may apply to you.
7. User Submissions. Website visitors may make available certain materials (each, a “Submission”) through or in connection with the Website, including on the Website’s interactive services, such as message boards and chatting, commenting and other messaging functionality. Welcome has no control over and is not responsible for any use or misuse (including any distribution) by any third party of Submissions. If you choose to make any of your personally identifiable or other information publicly available through the Website, you do so at your own risk.
8. License. For purposes of clarity, you retain ownership of your Submissions. For each Submission, you hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sub licensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, disclose, analyze and exploit such Submission, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).
In addition, if you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Website or otherwise, such Feedback will be deemed a Submission, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place Welcome under any fiduciary or other obligation.
You represent and warrant that you have all rights necessary to grant the licenses granted in this section, and that your Submissions, and your provision thereof through and in connection with the Website, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.
10. Your Limited Rights. Subject to your compliance with these Terms, and solely for so long as you are permitted by Welcome to use the Website, you may view one (1) copy of any portion of the Website to which we provide you access under these Terms, on any single device, solely for your personal, non-commercial use in manner consistent with the applicable Services Agreement.
11. Welcome’s Proprietary Rights. We and our suppliers own the Website, which is protected by proprietary rights and laws. Our trade names, trademarks and service marks include Welcome and any associated logos. All trade names, trademarks, service marks and logos on the Website not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Website should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.
12. Third Party Materials; Links. Certain Website functionality may make available access to information, products, services and other materials made available by third parties, including Submissions (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.
We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in these Terms shall be deemed to be a representation or warranty by Welcome with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Website at any time. In addition, the availability of any Third Party Materials through the Website does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.
Your use of Third Party Materials is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Materials (such as services Agreements or privacy policies of the providers of such Third Party Materials).
13. Disclaimer of Warranties. To the fullest extent permitted under applicable law: (a) the Website and any products and Third Party Materials are made available to you on an “As Is,” “Where Is” and “Where Available” basis, without any warranties of any kind, whether express, implied or statutory; and (b) Welcome disclaims all warranties with respect to the Website and any products and Third Party Materials, including the warranties of merchantability, fitness for a particular purpose, non-infringement and title. All disclaimers of any kind (including in this section and elsewhere in these Terms) are made for the benefit of both Welcome and its affiliates and their respective shareholders, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers and service providers (collectively, the “Affiliated Entities”), and their respective successors and assigns.
While we try to maintain the timeliness, integrity and security of the Website, we do not guarantee that the Website is or will remain updated, complete, correct or secure, or that access to the Website will be uninterrupted. The Website may include inaccuracies, errors and materials that violate or conflict with these Terms. Additionally, third parties may make unauthorized alterations to the Website. If you become aware of any such alteration, contact us at email@example.com with a description of such alteration and its location on the Website.
14. Limitation of Liability. To the fullest extent permitted under applicable law: (a) Welcome will not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind, under any contract, tort (including negligence), strict liability or other theory, including damages for loss of profits, use or data, loss of other intangibles, loss of security of Submissions (including unauthorized interception by third parties of any Submissions), even if advised in advance of the possibility of such damages or losses; (b) without limiting the foregoing, Welcome will not be liable for damages of any kind resulting from your use of or inability to use the Website or from any products or Third Party Materials, including from any Virus that may be transmitted in connection therewith; (c) your sole and exclusive remedy for dissatisfaction with the Website or any products or Third Party Materials is to stop using the Website; and (d) the maximum aggregate liability of Welcome for all damages, losses and causes of action, whether in contract, tort (including negligence) strict liability or other theory, shall be the greater of (i) ten U.S. Dollars ($10.00), and (ii) the total amount, if any, paid by you to Welcome solely for the right to use the Website. All limitations of liability of any kind (including in this section and elsewhere in these Terms) are made for the benefit of both Welcome and the Affiliated Entities, and their respective successors and assigns.
Welcome does not exclude or limit in any way its liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by Welcome’s negligence or the negligence of Welcome’s employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
15. Indemnity. To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless Welcome and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Website (including all Submissions); and (b) any violation or alleged violation of these Terms by you.
16. Termination. These Terms are effective until terminated. Welcome may terminate or suspend your use of the Website at any time and without prior notice, for any or no reason, including if Welcome believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Upon any such termination or suspension, your right to use the Website will immediately cease, and Welcome may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials. Sections 2–9 and 11–20 shall survive any expiration or termination of these Terms.
17. Governing Law; Arbitration; Class Action Waiver. These Terms are exclusively governed by the laws of the United States (including the Federal Arbitration Act) and the State of New York, without regard to principles of conflicts of law, and regardless of your location.
a. Binding Arbitration. Except for disputes that qualify for small claims court, as detailed below, all disputes arising out of or related to these terms or any aspect of the relationship between you and welcome, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, including disputes arising out of or relating to the interpretation or application of this arbitration provision, or the enforceability, revocability or validity of this arbitration provision or any portion of this arbitration provision, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury. You agree that welcome and you are each waiving the right to trial by a jury.
b. The arbitration will be administered by the American Arbitration Association (AAA) under the following rules: (i) if you entered into this Agreement individually, its Consumer Arbitration Rules (available online at www.adr.org), as amended by these Terms, and (ii) if you entered into this Agreement as an Organization or as a representative of an Organization, by its Commercial Arbitration Rules. The place of arbitration shall be New York City, New York. All disputes shall be resolved by a single arbitrator, selected by the AAA, in accordance with the applicable Consumer Arbitration Rules or Commercial Arbitration Rules. The arbitrator shall conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or Welcome that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the arbitrator will decide on the location. The arbitrator’s decision(s) shall be final and binding. The arbitrator shall have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the specific claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court with jurisdiction.
c. Small Claims Court Option For Individuals. If you entered into this agreement individually, you have the choice to submit any dispute to a small claims court, if applicable, instead of having the dispute resolved by arbitration. You can make this choice either before or after the dispute is submitted for resolution by arbitration.
d. Class Action Waiver. You agree that any arbitration under these Terms will take place on an individual basis; class arbitrations, private attorney-general actions, class actions, and any other proceeding where someone acts in a representative capacity are not permitted, and you are agreeing to give up the ability to participate in a class action. Combining individual proceedings without the consent of all parties is also not allowed. Disputes regarding the enforceability, revocability or validity of the foregoing class action waiver shall be exclusively resolved by an arbitrator appointed by the AAA, pursuant to the applicable arbitration rules.
e. Notwithstanding any of the foregoing: (i) each party may seek and obtain temporary injunctive relief in any court of competent jurisdiction, and seeking such measures shall not be deemed incompatible with the arbitration provision in this Section 17 or a waiver of the right to arbitrate; and (ii) if you are subject to a Services Agreement with Welcome that contains a different arbitration provision, then the terms of such other arbitration provision will govern disputes arising out of or related to these Terms or any aspect of the relationship between you and Welcome, rather than the terms of this Section 17.
18. Information or Complaints. If you have a question or complaint regarding the Website, please send an e-mail to firstname.lastname@example.org. You may also contact us by writing to Welcome, 228 Park Ave S PMB 50986, New York, NY, 10003. Please note that e-mail communications will not necessarily be secure and, accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us. 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., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
19. Copyright Infringement Claims. The U.S. Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Website infringe your copyright, you (or your agent) may send to Welcome a written notice by mail, e-mail or fax, requesting that Welcome remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Welcome a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to Welcome as follows: by mail to Welcome, 228 Park Ave S PMB 50986, New York, NY, 10003; or by e-mail to email@example.com. We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.
20. Miscellaneous. These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Welcome. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms without our express prior written consent, and any attempted assignment, transfer or sublicense other than in accordance with this sentence shall be null and void. We may assign, transfer or sublicense any or all of our rights or obligations under these Terms without restriction. No waiver by either party of any breach or default under these Terms will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. These Terms, including any terms and conditions incorporated herein, are the entire agreement between you and Welcome relating to the subject matter hereof, and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and Welcome relating to such subject matter. Notices to you (including notices of changes to these Terms) may be made via posting to the Website or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial, arbitral or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Welcome will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.