TERMS OF USE
THESE TERMS ESTABLISH AN AGREEMENT WITH YOU, AND YOU AGREE TO BE BOUND BY THESE TERMS UPON THE EARLIER OF: (A) VISITING THIS WEBSITE; OR (B) CLICKING ANY “ACCEPT” OR “AGREE” OPTION ACCOMPANYING THESE TERMS. NOTE: THESE TERMS INCLUDE A MANDATORY ARBITRATION PROVISION AND A WAIVER OF THE RIGHT TO A JURY TRIAL.
The full view of these Terms is provided below. For your convenience, you may use the following links to go directly to the different sections of these Terms:
Introduction
Our Resources
Your Submissions
Acceptable Use and Conduct
Access Credentials
Termination of Use
Waiver of Warranties
Your Assumption of Risk and Responsibilities
Limitation of Liability
Indemnification
Privacy and Accessibility
Miscellaneous – Arbitration, Waiver of Jury Trial Right, Etc.
1. INTRODUCTION
1.1 Barclay Damon. This website is owned and managed by Barclay Damon LLP, a New York limited liability partnership (“our,” “us,” or “we”). These Terms of Use (“Terms”) apply to this website, the other parts of our Environment (defined below), and any Offerings (defined below) that we provide to you.
1.2 You. These Terms are binding on the person who visits, accesses, or uses our Environment or Offerings (“you” or “your”).
1.3 Minimum Age Requirement. All users of the Environment must be of the age of majority, which is 18 years of age or older according to applicable law in the user’s state or jurisdiction.
1.4 Binding. By registering with, accessing, or otherwise using our Environment or Offerings, you hereby agree to be bound by these Terms.
1.5 Legal Services. If you are a client of ours, we may provide you with legal services under a client-lawyer relationship (“Legal Services”) pursuant to the written engagement letter in place with you, which incorporates our terms of engagement for legal services (“Legal Engagement Letter”). These Terms will not apply to the Legal Services. These Terms are not incorporated into or a part of the Legal Engagement Letter. Nothing in these Terms will be interpreted in a way to apply to any Legal Services or the practice of law.
1.6 Offerings and Additional Contracts. You may receive services from us, other than Legal Services, by accessing the Environment or through other means (“Offerings”). You may be bound by additional contracts related to any Offerings that you receive, such as any terms, conditions, or agreements applicable to the Offerings (“Additional Contracts”). In the event of a conflict between these Terms and the terms of any Additional Contract, these Terms will control and prevail.
1.7 Privacy Policy. These Terms include and incorporate our Privacy Policy.
1.8 Our Affiliates. We rely on our relationships with various types of affiliates to conduct our business. In these Terms, the term “Affiliates” means our third-party technology suppliers, contractors, corporate affiliates, service providers, processors, vendors, licensors, lessors, and other third parties with whom we have a business relationship.
1.9 Non-Limiting Words. In these Terms, we use the words “including,” “includes,” and “such as” in a non-limiting fashion.
1.10 Updates. We reserve the right to change these Terms from time to time without notice. You acknowledge and agree that it is your responsibility to review these Terms periodically to familiarize yourself with any changes. Your continued use of the Environment after such changes will be considered and constitute your agreement to the changed Terms.
2. OUR RESOURCES
2.1 Our Environment. The following is a list of the resources and property that we and our Affiliates may use for our business purposes (including marketing our Offerings), which may vary depending on the nature of your interactions with us and may not include all of the examples listed below (collectively, our “Environment”):
(a) The website displaying this Policy, including any web portals controlled by us or our Affiliates that are connected to this website (collectively, our “Website”);
(b) Our social channels, if any, that enable you to communicate with us;
(c) Our mobile applications, if any, that enable you to communicate with us;
(d) Our phone systems and video communication systems that enable you to communicate with us;
(e) Any surveys, forms, mobile devices, and other materials used to collect any answers or feedback that you may provide when visiting with us in person at any facility or venue; and
(f) Any computers, access control systems, and security cameras located at any facility or venue that we use.
2.2 Our Intellectual Property. We or our Affiliates own all of the trademarks, service marks, other marks, trade names, logos, slogans, symbols, designs, trade dress, domain names, uniform resource locators (URLs), works of authorship (including software, graphical user interfaces, articles, writings, publications, content, text, images, photos, audio recordings, and videos), data, information, resources, and other intellectual property displayed by or accessible within the Environment (collectively, the “Intellectual Property”). The Intellectual Property is protected by United States and international copyright laws and other intellectual property laws. You will not access or use any unpublished Intellectual Property without our prior written consent, and your use of any published Intellectual Property will be subject to the restrictions provided in Section 4.2. We reserve all rights in and to the Intellectual Property. Your violation of any of the restrictions in these Terms relating to Intellectual Property may subject you to penalties and liabilities under copyright laws, trademark laws, intellectual property laws, and civil and criminal statutes.
2.3 Our Resources; Changes and Monitoring. We reserve the right to make changes or updates to, and monitor the use of, the Intellectual Property and the Environment (collectively, the “Resources”) at any time without notice.
2.4 Third-Party Platform. You acknowledge that the Environment might include or enable you to access platforms controlled by third parties, such as third-party websites, web portals, social media venues, and mobile applications. For example, the Environment may include a hyperlink that sends you to a platform controlled by our Affiliate or another third party. By clicking any such hyperlink, you understand and agree that you will be entering such third-party platform. We will not be responsible for any third-party platform or any changes or updates thereto. You bear all risks associated with access to, lack of access to, and use of, third-party platforms and any related third-party services. Please review the terms and conditions of the owner of the applicable third-party platform.
3. YOUR SUBMISSIONS
3.1 Ideas and Suggestions. If you have any intellectual property (including concepts, ideas, suggestions, proposed improvements to our Offerings, inventions, works of authorship, or information) that you would like to present to us, you will not submit such intellectual property to us unless we have first signed a written agreement with you regarding the disclosure of such intellectual property to us. If you disclose any such intellectual property to us absent such written agreement, we will have a perpetual, irrevocable, worldwide, transferrable, sublicensable, royalty-free, free-of-charge, paid-up, non-exclusive license to use, reproduce, distribute, perform, display, publish, create derivatives of, modify, alter, make, use, monetize, market, sell, offer for sale, import, export, and commercialize such intellectual property. Such license will automatically become effective when you make such disclosure to us absent such written agreement.
3.2 User Content. If you provide any testimonials, reviews, commentary, statements, works, writings, photographs, videos, audio recordings, or other content to us that relate to your use of our Offerings, including any images, names, likenesses, and voices incorporated into the foregoing items (collectively, the “User Content”), we will have a perpetual, irrevocable, worldwide, transferrable, sublicensable, royalty-free, free-of-charge, paid-up, non-exclusive license to use, reproduce, distribute, perform, display, publish, create derivatives of, modify and alter (using artificial intelligence methods or other methods), make, use, monetize, market, sell, offer for sale, import, export, and commercialize the User Content. You irrevocably waive all rights of paternity, integrity (including so-called “moral rights”), disclosure, withdrawal, attribution, and personal credit related to the User Content.
4. ACCEPTABLE USE AND CONDUCT
4.1 Responsibility for Submissions. You will have sole responsibility for the use, accuracy, quality, integrity, legality, reliability, and appropriateness of all intellectual property, works, data, information, content, and User Content that you provide to us or otherwise submit through use of the Resources (collectively, the “Submissions”). You will not include any false, deceptive, or erroneous information in any Submissions. You will not include any personal information, image, name, likeness, or voice of any third party in any Submissions without obtaining such third party’s prior written consent for such inclusion.
4.2 Prohibitions. In connection with your use of any Resources or your submission or use of any Submissions, you will not, directly or indirectly:
(a) infringe upon, misappropriate, or violate any intellectual property rights, proprietary rights, privacy rights, or personal rights, including rights to image, name, likeness, or voice;
(b) disrupt, interfere with, or harm any Resources, including the servers or networks that store or manage the Intellectual Property;
(c) access or use any Resources that we have not published or publicly disclosed;
(d) hack, reverse engineer, decompile, modify, adapt, create derivative works, alter (through any artificial intelligence method or other method), translate, copy, duplicate, reproduce, publicly perform, publicly display, publish, distribute, embed into any electronic medium, download (except as expressly permitted according to the terms of the applicable Offering), export, transmit, sell, trade, resell, license, sublicense, market, advertise, rent, lease, sublease, transfer, assign, host, outsource, permit timesharing or service bureau use of, monetize, or commercialize any part of the Resources in any form;
(e) “frame” or “mirror” any part of the Resources on any server or other infrastructure of you or any third party;
(f) remove, alter, or modify any markings or notices of us or our Affiliates’ proprietary rights, including attribution, copyright, proprietary, and other legal notices displayed on, by or through the Resources;
(g) access, or attempt to access, any Resources through any robotic, automated, hacking, unethical, or unconventional means;
(h) violate any federal, state, international, or local applicable laws, ordinances, or regulations;
(i) interfere with our activities or business, or harm any of our customers, employees, affiliates, agents, officers, or directors;
(j) threaten, bypass, or destroy any security measure used with or incorporated into any Resources;
(k) transmit any content, data, or material that contains or deploys any virus, robot, malware, cyberattack, or other type of malicious or deleterious program;
(l) upload, transmit, publish, display, or use any material or content that: (i) may reasonably be considered obscene, defamatory, offensive, abusive, hateful, inflammatory, harassing, violent, or otherwise objectionable; (ii) promotes pornographic or other sexually explicit material; (iii) promotes discrimination, violence, or hatred based on race, religion, nationality, sex, gender, disability, age, or sexual orientation; (iv) is likely to deceive any person acting reasonably under the circumstances; (v) contains any type of unauthorized or unsolicited advertising; or (vi) impersonates any person;
(m) engage in any act that involves or constitutes gross negligence, recklessness, fraud, intentional wrongdoing, libel, slander, unethical conduct, misrepresentation, falsity, deception, an inaccurate statement, harassment, racism, sexism, bigotry, violence, assault, battery, a crime, or a violation of applicable law; or
(n) violate any usage restrictions displayed within any portion of the Resources.
4.3 Compliance. You will use the Resources only for the purposes intended and as permitted by these Terms, any Additional Contracts with us, the terms of our Affiliates, and applicable laws, regulations and generally accepted online practices and industry guidelines.
4.4 Your Contact Information. To access the Resources, you may be required to provide certain information about yourself (such as your identification, contact details, etc.) as part of the registration process, or as part of your ability to use the Resources. You agree that any information you provide will always be accurate, correct, and up-to-date.
4.5 Monitoring. Our Environment may include communication tools, such as blogs, webpages with upload buttons and fillable data fields, public chat forums, message boards, forums for ratings and reviews, or social media channels. You understand that it might not be feasible for us to pre-screen or monitor all content posted by users of these various communication tools, which means that if you choose to use these tools to submit any User Content to us, then it is your personal responsibility to use these tools in a responsible and ethical manner. We reserve the right to review parts or all of the content that we receive from you and others, to monitor all use of, and activity on, the Environment, and to remove or reject any content in our sole discretion. We may remove content of a third party that has been uploaded or submitted without that third party’s permission.
5. ACCESS CREDENTIALS
You are responsible for all activities that occur under any user accounts within our Environment. You may be required to choose access credentials, such as a password and user name. Access to and use of password-protected or secure areas of the Resources are restricted to authorized users only. You agree not to share your credentials, account information, or secured access to the Resources with any other person. You are responsible for maintaining the confidentiality of your credentials and account information, and you are responsible for all activities that occur through the use of your credentials or accounts or as a result of your access to the Resources. You agree to notify us immediately of any use of your credentials or accounts that you did not authorize or that violates these Terms.
6. TERMINATION OF USE
We may, in our sole discretion, at any time discontinue providing the Environment (or any portion thereof) or limit access to the Environment, any areas of the Environment, or any Intellectual Property. Also, we may, in our sole discretion, at any time, terminate or limit your access to, or use of, the Environment or any Intellectual Property if we suspect that you have infringed upon the rights of a third party, violated these Terms, or engaged in any wrongdoing. You agree that we will not be liable to you or any third party for any termination or limitation of your access to, or use of, the Environment, any Intellectual Property, or any content that you may have shared.
7. WAIVER OF WARRANTIES
EXCEPT TO THE EXTENT THAT ANY ADDITIONAL CONTRACTS EXPRESSLY PROVIDE OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) ALL OF THE RESOURCES AND OFFERINGS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS; (B) WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT RELATING TO THE RESOURCES OR OFFERINGS; AND (C) WE MAKE NO WARRANTY THAT: (I) THE RESOURCES OR OFFERINGS WILL MEET YOUR REQUIREMENTS; (II) THE RESOURCES OR OFFERINGS WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (III) THE RESULTS THAT YOU MAY OBTAIN BY USING THE RESOURCES AND OFFERINGS WILL BE ENTIRELY ACCURATE OR RELIABLE; OR (IV) THE QUALITY OF ANY OFFERINGS PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.
8. YOUR ASSUMPTION OF RISK AND RESPONSIBILITIES
8.1 ASSUMPTION OF RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
(A) YOU ASSUME ALL RISK OF USING THE RESOURCES AND ITEMS (INCLUDING OUR OFFERINGS) ACCESSED, DOWNLOADED, OR OTHERWISE OBTAINED ON OR THROUGH THE ENVIRONMENT; AND
(B) YOU ASSUME ALL RISK THAT AN UNAUTHORIZED PARTY (INCLUDING A HACKER OR CYBER ATTACKER) MIGHT ACCESS, MISUSE, OR DESTROY ANY OF YOUR PERSONAL INFORMATION THAT YOU PROVIDE TO US.
8.2 YOUR RESPONSIBILITIES. YOU WILL BE SOLELY RESPONSIBLE FOR:
(A) THE RISKS THAT YOU HAVE ASSUMED, AS DESCRIBED IN THESE TERMS OR IN THE RESOURCES;
(B) INVESTIGATING AND CONDUCTING DUE DILIGENCE TO DETERMINE WHETHER THE RESOURCES AND OUR OFFERINGS ARE APPROPRIATE FOR YOUR OBJECTIVES; AND
(C) USING THE RESOURCES AND OUR OFFERINGS: (I) ONLY IN ACCORDANCE WITH THESE TERMS; (II) ONLY IN ACCORDANCE WITH THEIR INTENDED USE BASED ON OUR DESIGNS AND DESCRIPTIONS OF THE RESOURCES AND OUR OFFERINGS; AND (III) ONLY IN A WAY THAT COMPLIES WITH APPLICABLE LAW AND AVOIDS VIOLATING THIRD PARTY RIGHTS.
9. LIMITATION OF LIABILITY
9.1 EXCLUSION OF DAMAGES. IN NO EVENT WILL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGES FOR LOSS OF PROFITS OR REVENUE, LOSS OF ECONOMIC OPPORTUNITY, OR LOSS OF, IMPAIRMENT OF, OR HARM TO ANY PROPERTY, HARDWARE, OR DATA) INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM: (A) YOUR ACCESS TO, OR USE OF, THE RESOURCES OR ANY OF OUR OFFERINGS; OR (B) ANY RISK THAT YOU HAVE ASSUMED OR ANY MATTER FOR WHICH YOU ARE RESPONSIBLE, IN EACH CASE, AS DESCRIBED IN THESE TERMS OR IN THE RESOURCES.
9.2 MAXIMUM LIABILITY. OUR MAXIMUM LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THE RESOURCES OR ANY OF OUR OFFERINGS, REGARDLESS OF THE FORM OF LEGAL ACTION THAT IMPOSES LIABILITY (WHETHER IN CONTRACT, EQUITY, NEGLIGENCE, INTENDED CONDUCT, TORT, OR OTHERWISE) WILL BE LIMITED TO THE TOTAL PRICE THAT YOU PAID TO US TO PURCHASE SUCH OFFERINGS OR TO USE THE RESOURCES. SUCH LIMIT WILL APPLY IN THE AGGREGATE TO ALL OF YOUR CLAIMS, ACTIONS, AND CAUSES OF ACTION OF EVERY KIND AND NATURE.
10. INDEMNIFICATION
You agree to indemnify, defend and hold harmless, us, our Affiliates, and the parents, subsidiaries, affiliates, equity holders, officers, directors, employees and agents of us and our Affiliates, from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ fees and costs, relating to or arising out of: (a) any information, materials, works, data, or content that you share or submit; (b) any risk that you have assumed or any matter for which you are responsible, in each case, as described in these Terms or in the Resources; (c) your violation of these Terms, any Additional Contracts or any other rules, guidelines or terms of use posted for any area of the Environment or any part of the Intellectual Property; (d) your violation of applicable law; or (e) your violation or infringement of any third-party rights, including intellectual property rights and privacy rights. Upon our request before or after any court judgment, you will promptly reimburse us for our damages, losses, costs and expenses relating to or arising out of such claims. You will cooperate as fully as reasonably requested in our defense of any such claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any claim otherwise subject to indemnification by you, and you will not in any event settle any claim without our prior written consent.
11. PRIVACY AND ACCESSIBILITY
11.1 Privacy. We have developed a policy to address privacy concerns. For more information, please see our Privacy Policy, which is a part of these Terms.
11.2 Accessibility. If you encounter an issue with accessing any portion of the Environment due to your disability, you agree to perform the following steps to enable us to investigate such issue: (a) immediately give us written notice of such issue in accordance with Section 12.15; and (b) include a detailed description of such issue in your notice. You may provide your notice through your guardian, caretaker, or agent on your behalf.
12. MISCELLANEOUS
12.1 Export Restrictions/Legal Compliance. You may not access, download, use or export any Resources in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws, restrictions and regulations of any United States or applicable agency or authority, and to not directly or indirectly provide or otherwise make available any Resources in violation of any such restrictions, laws or regulations, including laws, restrictions or regulations pertaining to the development, design, manufacture or production of nuclear, chemical, or biological weapons or missile technology. As applicable, you will obtain and bear all expenses related to any necessary licenses, authorizations, and/or exemptions with respect to your own use of the Resources outside the U.S. Neither the Resources, nor the underlying information or technology may be downloaded or otherwise provided or made available, either directly or indirectly, into any country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions. By agreeing to these Terms, you agree to the foregoing and 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.
12.2 Availability of Offerings. The Resources may reference our Offerings that might not be available in your location. Such references do not imply that we commit or plan to make such Offerings available in your location.
12.3 Assignment. You will not assign these Terms, in whole or in part, to any third party without our prior written consent. Without limiting our assignment rights, we may assign these Terms, in whole or in part, to any of our affiliates or to any third party in connection with any asset sale, merger, corporate reorganization, contractual assignment or other transaction. Any purported assignment in violation of this Section will be null and void. These Terms will be binding on the Parties (defined in Section 12.7) and their respective successors and permitted assigns.
12.4 Waiver. Our delay or failure to exercise or enforce any rights or provisions in these Terms will not prejudice or operate to waive such right or provision.
12.5 Severability. If any part or provision of these Terms is found to be unenforceable under applicable law, such part or provision will be modified to make these Terms, as modified, legal and enforceable. The balance of these Terms will not be affected.
12.6 Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of New York, excluding: (a) its conflict of laws principles; and (b) the United Nations Convention on Contracts for the International Sale of Goods.
12.7 Dispute Resolution Definitions. For the purposes of these Terms: (a) the term “Dispute” will mean any dispute, controversy, claim, or cause of action arising out of or relating to: (i) these Terms, any Additional Contract, or the interpretation, enforceability, breach, termination, applicability, or validity of these Terms or any Additional Contract; (ii) the Environment, the Intellectual Property, or any Offerings; or (iii) any other dispute arising out of or relating to the relationship between you and us other than any client-lawyer relationship for our provision of Legal Services; (b) the term “Our Group” will mean us and our parents, subsidiaries, affiliates, stockholders, directors, officers, employees, agents, suppliers, beneficiaries, assignees, and successors in interest; (c) the term “Your Group” will mean you and those in privity with you, such as your beneficiaries; and (d) the term “Parties” means you and us, and the term, “Party” means either you or us.
12.8 Arbitration.
12.8.1 Binding Arbitration. Except as provided in Section 12.9, no member of Our Group or Your Group will submit any Dispute to any court of law, the Parties hereby forfeit their right to file and litigate any lawsuit in a court of law relating to any Dispute, and each Party may only resolve Disputes through binding arbitration as provided in this Section 12.8 (“Arbitration”).
12.8.2 Waiver of Right to Trial by Jury. You understand that, in the absence of this Section 12.8, you might have had a right to litigate disputes through a court, including the right, if any and subject to the rules of your jurisdiction, to litigate claims on a class-wide or class-action basis. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH MEMBER OF YOUR GROUP AND OUR GROUP HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES THOSE RIGHTS AND ALL RIGHT TO TRIAL BY JURY IN CONNECTION WITH ALL DISPUTES. EACH SUCH MEMBER WILL RESOLVE DISPUTES SOLELY THROUGH BINDING ARBITRATION IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 12.8. NO PART OF THE ARBITRATION WILL BE CONSOLIDATED WITH ANY OTHER ARBITRATION OR CONDUCTED ON A CLASS-WIDE OR CLASS ACTION BASIS. EACH PARTY AGREES AND ACKNOWLEDGES THAT SUCH WAIVER IS A SUBSTANTIVE PROVISION BARGAINED BY THE PARTIES AS CONSIDERATION FOR ENTERING INTO THESE TERMS.
12.8.3 American Arbitration Association. The Party who initiates any Arbitration proceeding will submit the Dispute to the American Arbitration Association (“AAA”) for binding resolution. The Dispute will be resolved exclusively and finally by the AAA. The Parties will agree upon another arbitration forum if the AAA ceases all of its operations.
12.8.4 Election of Arbitrators. The Arbitration will be conducted by and before three (3) arbitrators. The Parties will confer to mutually select the arbitrators. If the Parties are unable to agree upon the arbitrators within thirty (30) days after the Dispute is submitted to the AAA, the AAA will independently assign the three (3) arbitrators.
12.8.5 Substantive Law; Award Limitations; Place; Language. In the Arbitration, the arbitrators will apply the laws of the State of New York, excluding: (a) its conflict of law principles; and (b) the United Nations Convention on Contracts for the International Sale of Goods. The arbitrators will not have the right to award treble damages, punitive damages, or attorneys’ fees to the prevailing Party, provided that if we prevail and the arbitrators determine that your claim was frivolous, the arbitrators will award attorneys’ fees and costs to us at our request. The location of the Arbitration will be in Onondaga County of New York unless the Parties agree upon another location. The Arbitration will be conducted in the English language. Any decision or award rendered in the Arbitration proceeding will be final and binding on Our Group and Your Group, and judgment may be entered thereon in any state or federal court having jurisdiction. This Section 12.8 will be governed by the Federal Arbitration Act, 9 U.S.C. Section 1, et seq.
12.8.6 AAA Contact Information. Information regarding the AAA may be obtained from the AAA online at www.adr.org or by calling the phone number or writing to the address specified at such website.
12.9 Injunctive Relief. Notwithstanding anything in these Terms to the contrary, in the event that you infringe upon or violate the intellectual property rights, privacy rights, rights of publicity, or similar rights of us or any third party in connection with the purposes or subject matter of these Terms, we will be entitled, in addition to any other remedies available, to seek a temporary restraining order and other injunctive relief in a court of law without any requirement to prove actual damages or to post a bond, and we will be entitled to any other appropriate equitable relief that the court deems proper.
12.10 Challenge of Arbitration Enforceability. If you file any lawsuit relating to any Dispute in any court of law based on any allegation or claim that the arbitration provisions of these Terms are unenforceable, invalid, or unlawful, (a) the governing law specified in Section 12.6 will govern such lawsuit; (b) the state and federal courts serving Onondaga County of the State of New York will have sole and exclusive jurisdiction over such lawsuit and to hear and determine such Dispute; (c) you hereby irrevocably waive all claims of immunity from such jurisdiction; (d) you hereby irrevocably waive any right to resolve such lawsuit and Dispute through any different courts based on forum or venue inconvenience; and (e) if any such court determines that such Dispute is properly subject to arbitration under these Terms, we will have the right to be awarded by such court or the arbitrators, the total of the attorneys’ fees and costs that we incurred related to such lawsuit.
12.11 Limitation on Time to Bring an Action. Regardless of any law to the contrary, any Dispute that you bring, whether through arbitration or otherwise, must be submitted to the AAA or otherwise filed within one (1) year after such Dispute arose. Thereafter, such Dispute will forever be barred.
12.12 Judicial Modification. If any court deems any provision of these Terms unenforceable because of its scope with respect to disclaimer, limitation, waiver, area, time, business activities, ownership or other matters, such court will have the power to modify such provision, through reductions or limitations thereon or to delete specific words or phrases. In its reduced form, such provision will then be enforceable and will be enforced under applicable law.
12.13 English Language. This Agreement will be interpreted and construed exclusively in the English language. All notices and correspondence related to this Agreement will be written exclusively in the English language.
12.14 Contact Information. You may contact us regarding these Terms by writing us at the following address:
Barclay Damon LLP
Barclay Damon Tower
125 East Jefferson Street
Syracuse, New York 13202
Attn.: Terms of Use
12.15 Legal Notice. To notify us of any Dispute, claim, controversy (including any claim or allegation that we have breached our obligations or violated any of your rights), complaint, or accessibility issue, you will provide such notice to us in writing to our address set forth above at least via one of the following methods: (a) a nationally or internationally recognized courier service with proof of delivery service; or (b) United States Postal Offering by registered or certified mail, return receipt requested and postage prepaid.
12.16 Updates of these Terms. As noted above, we may update these Terms from time to time. If you accepted a prior version of these Terms, you may contact us for a copy of the prior version.
End of Terms of Use
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