ATTORNEY DRIVE TERMS OF SERVICE
Welcome to www.attorneydrive.com. Please read these Terms of Service carefully before using the services offered by Attorney Drive LLC ("AD", "us", "we"). These Terms of Service set forth the terms and conditions of our relationship and for your (“you”, “user”, “Authorized User”) use of the www.attorneydrive.com website (the "Site") and the services, features, content, applications, mobile device applications, apps, offered by AD (collectively, the "Services ").
You understand that the depending on your status as a lending institution or bank and/or an attorney/legal counsel, you might enter into an additional agreement(s) with AD that may impose additional rights, duties and obligations between you and AD.
About the Site, the Site and/or Services and our Role
You understand that AD provides and facilitates a neutral technology and software platform for users to store, manage, disseminate, aggregate, and receive information regarding mortgage lending and borrowing transaction information and legal documents (the “Content”). Content ALSO includes, without limitation: (A) legal client biographical information; (B) borrower payment history; (C) propriety due diligence and title related materials and information; (D) trade names, logos, product and service names, trademarks and services marks (collectively, “Marks”) owned by AD, and Marks owned by Third Party Providers (defined below); and (E) any other information, content, services, or software. Some of the Content made available through the Site and/or Services is furnished by third parties (the “Third-Party Providers”). Such Content includes, without limitation, any information, content, videos, pictures, graphics, copy, audio, software, applications and any other service or software made available by or through financial institutions, brokers, attorneys, and other parties (the “Third Party Content”).
AD is not a registered or licensed as a securities or mortgage broker-dealer, investment advisor or investment manager in any state, district, county, territory or municipality within any country or territory. As such, it is not acting in a fiduciary capacity with respect to any user and/or Authorized User of the Site and/or Services, and AD disclaims any broker-client, attorney-client, or advisor-client relationship with respect to any party using the Site and/or Services. AD does not provide legal, accounting or tax advice. Any representation or implication to the contrary is expressly disclaimed.
AD DOES NOT PERFORM LEGAL OR ACCOUNTING SERVICES AND IS NOT A LAW FIRM. AD’S ROLE IS LIMITED TO PROVIDING A TECHNOLOGY PLATFORM. NO SECURITIES OR MORTGAGE BROKERAGE RELATIONSHIP OR ANY AGENCY OR FIDUCIARY RELATIONSHIP IS INTENDED TO BE OR SHALL BE DEEMED TO HAVE BEEN CREATED BETWEEN AD AND ANY CUSTOMER ADMIN, AUTHORIZED USERS, AND/OR OTHER USERS (AS SUCH TERMS ARE DEFINED BELOW).
You must be 18 or older to use the AD Site and/or Services to be an Authorized User
- You understand that you may not use the Site and/or Services where such use is prohibited.
- You understand that the Site and/or Services are intended solely for Authorized Users who are eighteen (18) years of age or older.
- You represent and warrant that you are 18 or older and that you agree to abide by all of the terms and conditions of these Terms of Service.
Access to the Site and/or Services
- For purposes of this Section, the following definitions shall apply:
A party is only permitted to access and use the Site and/or Services if he/she is an Authorized User. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by AD.
Each Authorized User will be provided with a unique identifier to access and use the Site and/or Services (“Username”). The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users.
The initial Customer Admin shall be the party with authority to administer the subscription to the Site and/or Services and designate additional Authorized Users. Each subscription to the Site and/or Services may designate multiple Authorized Users as Customer Admin. Any Customer Admin shall be deemed to have the authority to manage the subscription to the Site and/or Services and any Authorized Users. The Customer Admin will deactivate an active Username if the Customer Admin wishes to terminate access to the Service for any Authorized User.
The Customer Admin is or are responsible for all use of the Site and/or Services by any and all Authorized Users on the list of active Authorized Users associated with their subscription to the Site and/or Services.
- (i) “Customer Admin” shall mean an Authorized User (as defined below) with authority to designate additional Authorized Users and/or Customer Admins, and commit the Customer Admin to additional services from AD.
- (ii) “Authorized User” shall mean an individual subscriber or the partners, members, employees, temporary employees, and independent contractors of an organization with a subscription to the Site and/or Services who have been added to the account as users. Authorized Users may include attorneys and mortgage or real estate brokers, and other independent contractors or vendors.
Your Registration and Account Security
When you use the Site and/or Services you may provide AD certain registration and account information, which AD will rely on to provide you access to the Site and/or Services. The following are your obligations when creating, registering, and maintaining the security and accuracy of your account:
- You understand you are responsible for any and all activity on your account and for safeguarding all your login information, user names, IDs, logins, passwords, pin numbers or other identification tools (collectively, the “Credentials”) through which you access your account, and any portion of the Site and/or Services.
- You will register your account for your own use and not for the use of another person and you will only create one account for yourself.
- You will not assign or transfer your account to anyone without first getting AD's written consent. Any party or person accessing your account using your account login and password credentials will be deemed an Authorized User by us and you will be responsible for their actions as if they were your own.
- You will not provide false or misleading information when you register an account.
- If AD terminates or disables your account, you may not create another account without first getting AD's written consent.
- You will keep your contact and other information requested by AD (such as age, address, bank info, Authorized User status, etc.) accurate and up-to-date.
- It is your responsibility to ensure and protect the confidentiality of your Credentials. You will not share your password, let anyone other than you access your account, or do anything that might compromise the security of your account. We are not liable for any use of the Site and/or Services by any unauthorized individuals.
- If you so notify us, or if we suspect fraudulent or abusive activity, you agree to cooperate with us in any investigation and to use any preventive measures we prescribe.
- Use of your Credentials may be immediately terminated by us upon the earlier of termination of your authorization, or prolonged, inactivity, dormancy, or termination of your account or termination of these Terms of Service.
- We may rely upon the instructions, consent given and all action taken through your Credentials or account, without verifying the identity or authority of any person accessing the Site and/or Services.
Your Rights to Use the Site and/or Services
AD hereby grants to you, subject to these Terms, a nonexclusive, nontransferable, limited license (without the right to sublicense of transfer accept as agreed to by AD herein or otherwise expressly in writing) to access and use the Site and/or Services (including updates and upgrades that replace or supplement it in any respect and which are not distributed with a separate license, and any documentation), and for the uses expressly stated and agreed to by AD.
Use of Linked Account Information
- In connection with your use of the Site and/or Services, you may wish to have access to your online account(s) (“Linked Accounts”) and financial information, including your account access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information used to access your financial institution(s) and the data made available by your financial institutions(s) with such data, which may include bank balances, transaction activity, debits and deposits, and any messages or notices between you and the financial institution(s) (collectively all of the foregoing items are referred to as the “Linked Account Information”).
- The Site and/or Services may allow you to access and download your Linked Account Information, to allow AD to access your financial institution account(s) using your login information contained within any Linked Account Information, to allow AD to download and use your Linked Account Information, and to allow AD to aggregate and combine your Linked Account Information with other data.
- If you lose or forget your Credentials and/or Linked Account Information, it will be necessary for you to return to the appropriate financial institution if you have any problems with respect to those Credentials and that Linked Account Information.
- You acknowledge and agree that except as set forth this Agreement, AD has no control over your Linked Account Information and no control over the access to your Linked Account Information, does not guarantee that you will be able to use the Site and/or Services with your financial institution(s), and will have no liability whatsoever for any actions or inactions on the part of the financial institution(s) resulting in your inability to use the Site and/or Services to access your accounts, obtain data, download transactions, or otherwise use or access your Linked Account Information.
- By submitting Linked Account Information, you grant AD the right to use the Linked Account Information solely for the purpose of providing the Site and/or Services. AD may use and store Linked Account Information, but only to provide the Site and/or Services to you. By submitting Linked Account Information to AD, you represent that you are entitled to submit it to AD for use for this purpose, without any obligation by AD to pay any fees or other limitations.
- You hereby authorize and permit AD to use and store your Linked Account Information to accomplish the foregoing and to configure the Site and/or Services so that they are compatible with your Linked Accounts. For purposes of this Agreement and solely to access your Linked Accounts as part of the Site and/or Services, you grant AD to the right to access your Linked Accounts and retrieve and use your information to do and perform each thing necessary in connection with such activities, as you could do in person.
- AD works with one or more online service providers to access this Linked Accounts information. AD does not review the Linked Accounts information for accuracy, legality, or non-infringement, and is not responsible for the Linked Accounts information or products and services offered by or through Third-Party Providers.
- AD cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. AD cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery, or failure to store any user data, communications, or personalization settings. Linked Account information may be more up-to-date when obtained directly from the relevant Third-Party Providers.
- You may provide us with your telephone number as part of your customer record or registration or via other methods. You understand and agree that AD may use your telephone number for "multi-factor authentication” (“MFA"), to confirm your identity and help protect the security of your account. Part of the MFA identity verification process may involve AD sending text messages containing security codes to your telephone number. You agree to receive these texts from AD containing security codes as part of the MFA process. In addition, you agree that AD may send automated text messages and pre-recorded voice messages to the telephone number you provide for other limited purposes, including: providing you with important critical notices regarding your use of the Services, or fulfilling a request made by you through the Services. Additionally, AD may use your telephone number to contact you about special offers or other AD or third party products or services unless you opt out of such marketing. With MFA, you also agree and consent to us obtaining and using information from your mobile phone service provider, solely for the purposes of verifying your identity and to compare information you have provided to AD (such information may include from your mobile phone service provider account record: your name, address, email, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other mobile phone subscriber details).
Electronic Messaging, Notices, and Disclosures
- You understand that due to the fact AD and its affiliates ("Affiliates"), operates a significant portion of its business primarily by and through the Internet, it must ask for you to consent to transact business with AD online and electronically and to consent to AD’s request to provide you certain disclosures electronically, either via the Site and/or the Site and/or Services, or to the email address you provide to AD.
- You understand that you have the right to make the decision to transact business with AD and its Affiliates electronically. These Terms of Service inform you of your rights concerning Electronic Materials.
- Electronic Materials will be provided to you electronically through the Site or via electronic mail to the verified email address you provided. AD may discontinue electronic provision of Electronic Materials at any time in our sole discretion.
- You understand that you must keep AD informed of any change in your email or home mailing address so that you can continue to receive all Electronic Materials in a timely fashion. If your registered email address changes, you must notify us of the change by sending an email to email@example.com. You can contact us generally regarding Electronic Materials via email at www.attorneydrive.com. You may also reach us in writing to us at the following address: 55 River Dr S, Apt 1708, Jersey City, NJ 07310.
- In order to access, read, print, and store Electronic Materials, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and attendant email client software; supported Web browsing software; and the necessary hardware on which to run this software. If you are accessing the Site and/or the Site and/or Services, as well as the Electronic Materials via a mobile device (i.e., tablet, smart phone, etc.), in addition to the above requirements you must assure that you have the necessary software on your mobile device that allows you to access, read, print, and store the Electronic Materials.
- You understand that the consent that you have provided under these Terms of Services shall remain in effect for so long as you are an Authorized User and, if you are no longer an Authorized User, will continue until such a time as all Electronic Materials relevant to transactions that occurred while you were a Authorized User have been made. You may not withdraw such consent as long as you have any activity or transactions made by and through the Site and/or the Site and/or Services. If you have no outstanding activity or transactions made by and through the Site and/or the Site and/or Services and wish to withdraw consent to transacting business electronically with AD, AD will terminate your registered Authorized User account.
You are Responsible for Reviewing Changes to these Terms of Service
- These Terms of Service apply to all Authorized User of the Site and/or Services.
- AD may make changes to these Terms of Service from time to time without specifically notifying you.
- AD will post the latest Terms of Service on the Site and may post it on AD's mobile device applications, but it is up to you to review it before using the Site and/or Services. We will endeavor to provide notices of any changes to these Terms of Service on the Site before those changes are effective. Nonetheless, you are responsible for checking the Site for possible changes to these Terms and for other important information about the Site and/or Services.
- If you continue to use the Site and/or Services after any of these changes, your continued use will mean that you have accepted any changes to these Terms of Service.
- In addition, some services offered through the Site and/or Services may be subject to additional terms and conditions specified by AD from time to time and your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference.
Third Party Providers and Content
AD uses Third Party Providers to provide certain software and data functionalities to Authorized User as well as Content. When using or accessing services offered through Third Party Providers, you will be subject to terms posted by these service providers. We also reserve the right to use any other third party to perform services of a similar nature top those outlined above, in our sole discretion.
Without limitation, now or in the future, you may be made subject to all terms and conditions and privacy policies for the API’s provided by various Third Party Providers, including but not limited to Google analytics.
AD may tell you about third party products or services, including via the Service. AD may offer products and services on behalf of third parties who are not affiliated with AD (“Third Party Products”) and/or provide access or links to third party websites ("Third Party Sites"). If you decide to use any Third Party Products or access any Third Party Sites, you are solely responsible for your selection, review of separate product terms, website terms and privacy policies. AD is not affiliated with these Third Party Products or Third Party Sites and does not endorse or recommend Third Party Products even if such products are marketed or distributed via our products, website or associated with AD in any way. You agree that the third parties, and not AD, are solely responsible for the Third Party Product’s performance (including technical support), the content on their websites and their use or disclosure of your data. AD will not be liable for any damages, claims or liabilities arising from the third parties, Third Party Products or Third Party Sites.
AD May Edit or Modify Anything on the Site and/or Services without Notice
AD is committed to delivering a positive user experience and you understand that AD reserves the right (but without undertaking any duty) to edit, monitor, review, delete, modify, or move any content or material provided or placed on or though the Site and/or Services in its sole discretion, without notice.
You are Responsible for Accepting Updated Versions of the Site and/or Services
- If AD provides updated versions of the Site and/or Services and you do not accept these updated versions, you may not enjoy the most recent content, feature sets, and materials.
- If you do not accept updated versions of the Site and/or Services, AD shall not bear any responsibility or liability for your decision.
You Agree to Let Us Monitor Your Activity on the Site and/or Services
- Because AD wants to continue to improve the Site and/or Services for the benefit of you, the Authorized User, we may monitor your activity on AD mobile device applications, as well as on the Site and/or Services.
- By using any AD mobile device application or the Site and/or Services you specifically agree to AD monitoring you in this manner.
- You understand, however, AD cannot and does not make any warranties or guarantees that: (i) any AD mobile device applications or the Site and/or Services, or any component thereof, will be made free from error or inaccuracy as a result of such monitoring or free from unauthorized and/or unacceptable use as a result of such monitoring; (ii) any statements or factual items presented by the Site and/or Services will be free from error or authenticated; or (iii) AD will take any action in the event of any non-compliance with these Terms.
It Is Your Responsibility to Make Sure these Terms of Service and Your Use of the Site and/or Services Complies with All Laws Applicable to You
- You understand AD may, in its sole discretion, refuse to offer the Site and/or Services to any person or entity and change its eligibility criteria at any time.
- You are solely responsible for ensuring that these Terms of Service complies with all laws, rules, and regulations applicable to you.
- You understand that your right to access the Site and/or Services will be revoked where these Terms of Service or use of the Site and/or Services is prohibited and, if that is the case, you agree not to use or access the Site and/or Services in any way.
AD May Terminate Your Use of the Site and/or Services without Reason or Notice to You
Unless, Otherwise Agreed To In Writing, while AD respects its Authorized Users, you agree that AD may terminate your use of the Site and/or the Site and/or Services and prohibit you from accessing the Site and/or the Site and/or Services, for any reason, or no reason, and with or without notice.
Who Owns What and How You Can Use It
- The content, organization, graphics, design, compilation, and other matters related to the Site and/or Services (“Copyright Content”) are the property of AD or its content suppliers and are protected under applicable copyrights, trademarks, and other proprietary rights.
- You may not copy, redistribute, use, or publish any part of the Site and/or Services, except as allowed by these Terms of Service.
- You do not acquire ownership rights to any content, document or other materials viewed through the Site and/or Services.
You May Not Use Trademarks Appearing on the Site and/or Services in an Infringing Manner
- You agree that AD, www.attorneydrive.com and other AD graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of AD or its affiliates (“Trademark Content”).
- AD trademarks and trade dress may not be used in connection with any product or service that is not AD’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits AD.
- All other trademarks not owned by AD or its affiliates that may appear on this Site and/or Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by AD or its affiliates.
You may use the AD Site and/or Services for Limited Purposes
- Unless otherwise agreed to in writing, AD grants you a limited license to access and make use of the Site and/or Services.
- Unless otherwise agreed to in writing, AD does not grant you the right to download (other than page caching) or modify the Site and/or Services, or any portion of the Site and/or Services.
- Unless otherwise agreed to in writing, You understand AD does not grant you the right to resell or make commercial use (except as provided herein or in a separate agreement) of the Site and/or Services or their contents; make any derivative use of the Site and/or Services or their contents; any downloading or copying of account information for the benefit of a third party, or merchant; or any use of data mining, robots, or similar data gathering and extraction tools.
- You understand the Site and/or Services or any portion of Site and/or Services may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose.
- You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of AD and our affiliates without express written consent.
- You may not use any meta tags or any other "hidden text" utilizing AD’s name or trademarks without the express written consent of AD. Any unauthorized use terminates the permission or license granted by AD.
- You may not engage in the copying, reproduction, publication, rearrangement, redistribution, modification, revision, alteration, or reverse engineering, of the Site and/or Services.
- You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of AD so long as the link does not portray AD, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter.
- You may not use any AD logo or other proprietary graphic or trademark as part of the link without express written permission.
You Agree to Comply with AD’s Conduct Policies When Using the Site and/or Services
- We do our best to keep the Site and/or Services safe and operational, but we cannot guarantee it. We need your help to do that, which includes the following commitments:
- You will not modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, republish, repurpose, sell, trade, or in any way exploit the Site and/or Services or Site except as expressly authorized by AD;
- You will not take any action that imposes or may impose (as determined by AD in its sole discretion) an unreasonable or disproportionately large load on AD’s (or its third party providers') infrastructure;
- You will not decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Site and/or Services, except to the limited extent applicable laws specifically prohibit such restriction;
- You will not interfere or attempt to interfere with the proper working of the Site and/or Services or any activities conducted on the Site and/or Services;
- You will not bypass any measures AD may use to prevent or restrict access to the Site and/or Services (or other accounts, computer systems or networks connected to the Site and/or Services);
- You will not run any form of auto-responder or "spam" on the Site and/or Services;
- You will not use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site;
- You will not harvest or scrape any content or materials from the Site and/or Services;
- You will not copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder;
- You will not threaten, intimidate, or harass another user;
- You will not solicit passwords or personally identifying information (this includes, but is not limited to, someone else’s name, birth date, home address, IP address, social security number, or credit card number) for commercial or unlawful purposes;
- You will not upload, post, transmit, share, store or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- You will not upload, post, transmit, share, store or otherwise make available any content (such as a picture on a profile page) other than those of a personal nature that: (i) are of you, (ii) are taken by you, or (iii) are original content created by you;
- You will not otherwise take any action in violation of AD’s guidelines and policies;
- You will not threaten, intimidate, or harass another user or any parties on or through the Site and/or Services;
- You will not solicit passwords or personally identifying information (this includes, but is not limited to, someone else’s name, birthdate, home address, IP address, social security number, or credit card number) for commercial or unlawful purposes;
- You will not falsely represent your identity or impersonate a third party, nor will you falsify or mislead third parties regarding your affiliation with any entity;
- You are solely responsible for all Submissions from your account. “Submissions” means anything that a user transmits to the Site and/or the Site and/or Services in the course of using the Site and/or the Site and/or Services. You shall remain at all times solely responsible for the full functionality, accuracy, reliability, integrity, quality or validity of any statement or any other detail contained in the Submissions;
- You will not use the Site and/or Services in any manner or transmit any Submission that: infringes (or results in the infringement of) AD’s or any third party’s intellectual property or other rights; is (or you reasonably believe to be) illegal, fraudulent, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; does not comply with all applicable laws, rules, or regulations, including obtaining all necessary permits, licenses, registrations, etc. In the case of any proposed or actual transaction, “applicable” refers to both your own location and to location(s) of all other parties to the transaction; or would cause AD to be in violation of any law or regulation, or to infringe any right of any third party;
- You will not represent or portray the business or entity as being affiliated with AD in any capacity other than being a user of the Site or Service without AD's prior written consent.
- You shall not use circumvention or obfuscating technologies to mask their IP addresses or to hide transaction details.
- You shall not create or circulate any technologies which violate or which would facilitate other users to violate the terms hereof including for masking IP addresses or to obfuscate transaction details.
AD Is Not Responsible for What Happens outside of the Site and/or Services, Including on Links to our Advertises
- AD or its business partners may present advertisements or promotional materials via the Site and/or Services.
- Your dealings with, or participation in promotions of, any third-party advertisers via the Site and/or Services are solely between you and such third party and your participation is subject to the terms and conditions associated with that advertisement or promotion.
- You agree that AD is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties via the Site and/or Services.
- You understand and agree that AD is not responsible for, and does not control, Third Party Sites and Third Party Content. You also understand and agree that AD is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such Third Party Sites and Third Party Content.
- You acknowledge and agree that AD shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, goods or services available on or through any such Third Party Site or Third Party Content.
AD’s Liability Is Limited
- AD is not responsible for any Third Party Sites, Third Party Content, or any other content posted on the Site and/or Services, whether caused by users of the Site and/or Services, AD, third parties or by any of the equipment or programming associated with or utilized in the Site and/or Services.
- AD is not responsible for the conduct, whether online or offline, of any user of the Site and/or Services.
- AD assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications.
- You understand that it is your duty to confirm and verify any information provided on or through the Site and/or Services, and that you bear the sole risk of relying on any such information, including but not limited to content, third-party content, links, documents, or loan or mortgage data and information.
- AD is not responsible for any problems or technical malfunction of any telephone network or lines, cellular data provider or network, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Site and/or Services or Site, including injury or damage to users or to any other person's computer, and/or mobile device.
- Neither AD nor any of its affiliates, advertisers, promoters or distribution partners shall be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Site and/or Services, any content posted on the Site and/or Services or transmitted to users, or any interactions between users of the Site and/or Services, whether online or offline.
Limitation of Liability
THE CONTENT AND THE SITE AND/OR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, AD AND THE THIRD PARTY PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE CONTENT AND THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER AD NOR THIRD PARTY PROVIDERS GUARANTEE THE ACCURACY, TIMELINESS, COMPLETENESS OR USEFULNESS OF ANY CONTENT. YOU AGREE TO USE THE CONTENT AND THE SERVICE ONLY AT YOUR OWN RISK. NEITHER AD NOR THE THIRD PARTY PROVIDERS EXPLICITLY OR IMPLICITLY ENDORSE OR APPROVE ANY THIRD PARTY CONTENT. THIRD PARTY CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY.
WE TRY TO KEEP THE SITE AND SERVICES UP, BUG-FREE, AND SAFE, BUT YOU USE THEM AT YOUR OWN RISK. THE INFORMATION FROM OR THROUGH THE SITE AND THE SERVICES IS PROVIDED "AS IS," "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED. THE INFORMATION, SITE AND THE SERVICES MAY CONTAIN VIRUSES, BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. IN NO EVENT WILL AD OR ITS MANAGERS, DIRECTORS, EMPLOYEES, INDEPENDENT CONTRACTORS OR AGENTS HAVE ANY LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE, OR THE SITE AND THE SERVICES. WE AND THE THIRD PARTY PROVIDERS ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (1) THE USE OF OR THE INABILITY TO USE THE CONTENT OR THE SITE AND/OR SERVICES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SITE AND/OR SERVICES; (3) ACCESS TO OR ALTERATION OF YOUR ACCOUNT, TRANSMISSIONS OR DATA DUE TO YOUR CONDUCT, INACTION OR NEGLIGENCE; OR (4) ANY OTHER MATTER RELATING TO THE CONTENT OR THE SITE AND/OR SERVICES. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US THROUGH THE SITE/SERVICE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS.
AD’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE FEES, IF ANY, PAID BY YOU TO US FOR THE SERVICE AND USE OF THE SITE, BUT IN NO CASE WILL OUR LIABILITY TO YOU EXCEED $50. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO US FOR THE SITE AND THE SERVICES, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM US, REGARDLESS OF THE CAUSE OF ACTION. IF ANY CLAIM OR MATTER RELATES TO MORE THAN ONE PARTY, THIS MAXIMUM LIABILITY WILL BE THE LARGEST AMOUNT PAID BY ANY ONE SUCH PARTY IN THE MOST RECENT PROCESSED TRANSACTION, REGARDLESS OF THE NUMBER, IDENTITY, OR STATUS OF THE CLAIMANTS. WHERE MORE THAN ONE ENTITY OR INDIVIDUAL RELATED TO US IS SUBJECT TO ANY CLAIM OR MATTER, THE RECOVERY OF THE CLAIMANT OR CLAIMANTS WILL BE LIMITED AS A GROUP AS PROVIDED BY THIS PARAGRAPH, AS IF ALL SUBJECTED PARTIES WERE A SINGLE ENTITY.
ANY INFORMATION OR ASSISTANCE ACCESSED OR OBTAINED THROUGH USE OF THE SITE AND/OR SERVICES IS PROVIDED SOLELY FOR EDUCATIONAL OR GENERAL INFORMATIONAL PURPOSES AND IS NOT PROFESSIONAL LEGAL, PURCHASE, OR ACCOUNTING ADVICE OR COUNSEL.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, IN PART: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR".
You Agree to Indemnify AD
You agree to indemnify, defend, and hold harmless AD, its contractors, licensors, subsidiaries and affiliates and their respective partners, directors, officers, employees, independent contractors and agents from and against any and all claims and expenses, including any and all losses, costs, liabilities, and attorneys' fees, arising out of or in connection with: (i) your use of the Site and/or Services, (ii) any Content, Third Party Content, Third Party Sites and any other content, (iii) your violation of these Terms of Service, or of any law or the rights of any third party, and (iv) your breach of these Terms of Service and/or any breach of your representations and warranties set forth herein; (v) your violation of any local, state or federal law, rule or regulation, (vi) your violation, or alleged violation, of any right of a third party, or (vii) your wrongful, improper, unlawful or unauthorized use of the Site and/or Services.
You agree that New York law applies to these Terms of Service
Subject to the arbitration clauses included below, if there is any dispute arising out of the Site and/or Services, by using the Site and/or Services, you expressly agree that any such dispute shall be governed by the laws of the New York, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the New York law for the resolution of any such dispute.
Your General Representation and Warranty
You represent and warrant that:
- You will use the Site and/or Services so not to infringe or misappropriate the intellectual property rights of any third party.
Other Terms and Arbitration
- You agree that, except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under these Terms of Service shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by arbitrators appointed in accordance with such rules.
- You agree any arbitration shall take place in New York in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce these Terms of Service shall be entitled to costs and attorneys' fees.
- If any part of these Terms of Service is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect.
- A waiver by either party of any term or condition of these Terms of Service or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
- AD may assign its rights under these Terms of Service without condition.
- These Terms of Service will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. The headings of the paragraphs of these Terms of Service are inserted for convenience only and shall not be deemed to constitute part of these Terms of Service or to affect the construction thereof.
Class Action/Jury Trial Waiver
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS OF SERVICE, YOU AND AD ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.