Please read this Terms of Use agreement (this “Agreement”) carefully. Your use of the Services (as defined below) constitutes your acceptance of this Agreement.
The Terms of Use constitutes an agreement between you (“you”) and New York International Arbitration Center (“NYIAC,” “we,” “us”) concerning your use of the website or mobile application owned or operated by us from which you are viewing this agreement (“the Site”) (including all content and services offered on or through the website or mobile application) together with any successor site(s) and all mobile application(s) or other services you request from us as further described in in Section 5 below, the “Services”).
1. Acceptance of Terms. By using the Services, you agree to the terms of this Agreement and to any additional rules and guidelines that we post on or through the Services. We may make changes to this Agreement from time to time; we may notify you of such changes by any reasonable means, including by posting the revised version of this Agreement on or through the Services. You can determine when we last changed this Agreement by referring to the “LAST UPDATED” legend above. Your use of the Services following changes to this Agreement will constitute your acceptance of those changes; provided, however, any material change to this Agreement shall not apply retroactively to any claim or dispute between you and us in connection with this Agreement that arose prior to the “LAST UPDATED” date applicable to that version of this Agreement in which we included such material change.
2. Changes to the Services. We may, at any time and from time to time, in our sole discretion, temporarily or permanently, in whole or in part, modify or discontinue all or part of the Services; charge, modify or waive fees required to access or use the Services; or offer opportunities to some or all Services users. You agree that neither we nor any of our affiliates shall be liable to you or to any third party for any modification, suspension or discontinuance of the Services, in whole or in part, or of any service, content, feature, product or price offered through the Services. Your continued use of the Services after such changes will indicate your acceptance of such changes.
3. Jurisdiction. The Services are controlled and/or operated from the United States, and are not intended to subject us to non-U.S. jurisdiction or laws, except as otherwise expressly stated in this Agreement. The Services may not be appropriate or available for use in some jurisdictions outside of the United States. If you access the Services, you do so at your own risk, and you are responsible for complying with all local laws, rules and regulations. We may limit the Services’ availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
4. Information You Submit. Your submission of information through the Services is governed by our Privacy Policy, which is located at (the “Privacy Policy”. You agree that all information you provide to us is true, accurate and complete, and you will maintain and update such information regularly. If you choose to make any of your personally identifiable or other information publicly available on or through the Services, you do so at your own risk.
5. Description of the Services. We provide users of the Site with access to certain content and services related to international arbitration, which may include, without limitation: (a) services such as information on international arbitration providers and rules and links to third party websites; (b) content such as photographs, graphics, images, text, data and other similar content; and (c) access to forums for discussion of issues of interest to the international arbitration community; and (d) reservation, booking and use of hearing facilities pursuant to our Hearing Terms and Conditions (such content and services, along with the Sites defined in the preamble are collectively, the “Services”).
6. Rules of Conduct. Rules of Conduct.
In using the Services, you agree to obey the law, respect the rights of others and avoid objectionable, defamatory or disruptive behavior. In addition, you will comply with the following “Rules of Conduct” as updated from time to time by us. You will not:
- Post, transmit, or otherwise make available, through or in connection with the Services:
- Anything that is or may be (a) threatening, harassing, degrading, hateful or intimidating; (b) defamatory; (c) fraudulent or tortious; (d) obscene, indecent, pornographic or otherwise objectionable; or (e) protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express prior consent of the owner of such right.
- Publicity or other proprietary right without the express prior consent of the owner of such right.
- Any material that would give rise to criminal or civil liability; that encourages conduct that constitutes a criminal offense; that promotes gambling; or that encourages or provides instructional information about illegal activities or activities such as “hacking,” “cracking” or “phreaking.”
- Any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.
- Any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letter,” “pyramid scheme” or investment opportunity, or any other form of solicitation.
- Any material non-public information about a company without the proper authorization to do so.
- Use the Services for any fraudulent or unlawful purpose.
- Use the Services to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including without limitation others privacy rights or rights of publicity, or harvest or collect personally identifiable information about other users of the Services.
- Impersonate any person or entity, including any of our (or our affiliates) representatives; falsely state or otherwise misrepresent your affiliation with any person or entity; or express or imply that we endorse any statement or posting you make.
- Interfere with or disrupt the operation of the Services or the servers or networks used to make the Services available; or violate any requirements, procedures, policies or regulations of such networks.
- Restrict or inhibit any other person from using the Services (including by hacking or defacing any portion of the Services).
- Use the Services to advertise or offer to sell or buy any goods or services without our express prior written consent.
- Reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Services.
- Except as expressly permitted by applicable law, modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Services.
- Remove any copyright, trademark or other proprietary rights notice from the Services or materials originating from the Services.
- Frame or mirror any part of the Services without our express prior written consent.
- Create a database by systematically downloading and storing all or any Services content.
- Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Services, without our express prior, written consent.
We may terminate your use of the Services for any conduct that we consider to be inappropriate, or for your breach of this Agreement, including the Rules of Conduct (including, without limitation, if you engage in copyright infringement via or in connection with the Services).
7. Donations, Registration and Dues Payments. We may accept donations or registration payments or dues payments through the Site, and we may use third-party service providers to enable this functionality on our Site. If you wish to make a payment or donation through the Site (each such donation, a “Transaction”), you may be asked to supply certain information relevant to your Transaction, including without limitation your credit card number, the expiration date of your credit card, your billing address, and your shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) UTILIZED IN CONNECTION WITH ANY TRANSACTION. By submitting such information, you grant NYIAC the right to provide such information to third parties for purposes of facilitating the completion of Transactions initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any Transaction. If you wish to make a Transaction through the Site, please note that we may use a third party payment service (the “Payment Service”) to collect payments for such Transactions, in which case the your transaction will be processed by the third party and NYIAC will not have access to your payment card information. If you wish to make a Transaction, you will be directed to a web page hosted by a Payment Service (or its service providers) and not by us (the “Payment Service Page”). Your use of the Payment Service Page will be subject to the Payment Service’s user agreement and privacy policy, not the Terms of Use or our Privacy Policy. You acknowledge and agree that we are not, and will not be, responsible or liable for the Payment Service’s services, its site or any acts or omissions of the Payment Service. We note that we reserve the right to discontinue or change any third party payment service used in connection with this Site.
8. Registration. You may need to register to use any part(s) of the Services. We may reject, or require that you change, any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you are responsible for any use of your user name and password, and you agree to promptly notify us of any confidentiality breach or unauthorized use of your user name and password, or your Services account.
9. Profiles and Forums. Site visitors may be permitted to post certain information and materials on “profile pages” (each, a “Profile”) or on interactive services (for example, message boards, forums, blogs, chat functionality, messaging functionality and comment functionality on the Site, among other services) that we may provide through the Site (each, a “Forum”). Please note that Site visitors may post messages or make statements in the Profiles and Forums that are inaccurate, misleading or deceptive. NYIAC and its employees, officers, directors, members, shareholders, agents, representatives, licensors, suppliers and service providers (collectively, including NYIAC, the “NYIAC Entities”) neither endorse nor are responsible for any opinion, advice, information or statements made in the Profiles and Forums by third parties. Without limitation, the NYIAC Entities are not responsible for any information or materials made available through the Profiles and Forums (including errors or omissions in Profiles and Forum postings or links or images embedded in a Profile or in Forum messages) or results obtained by using any such information or materials. Under no circumstances will any of the NYIAC Entities be liable for any loss or damage caused by your reliance on such information or materials.
10. Submissions.
- General. The Services may contain areas where you can post information and materials, including, without limitation, text, images, photographs, graphics, music, videos, audiovisual works, data, files, links, product reviews and other materials (each, a “Submission”). For purposes of clarity, you retain ownership of any Submissions that you post, subject to the terms and conditions of this Agreement (including the license grant herein).
- License Grant. For each Submission that you post, you hereby grant to us a world-wide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to: (i) reproduce, distribute, transmit, communicate to the public, perform and display (publicly or otherwise), edit, modify, adapt, create derivative works from and otherwise use such Submission, in any format or media now known or hereafter developed, on or in connection with the Services or any of our services or products (including, without limitation, any websites); (ii) exercise all trademark, publicity and other proprietary rights with regard to such Submission; (iii) use your name, photograph, portrait, picture, voice, likeness and biographical information in connection with your Submission for advertising or other promotional purposes related to the Services or any of our services or products; and (iv) use your Submission (including the contents thereof) for any advertising or other promotional purposes related to the Services or any of our services or products. IF YOU DO NOT WISH TO GRANT THE RIGHTS GRANTED IN THIS SECTION 8, PLEASE DO NOT POST ANY SUBMISSIONS ON THE SERVICES.
- Disclaimers. It is possible that Services users or visitors will post information or materials on or through the Services that are wrong or misleading or that otherwise violate this Agreement. We, our founding organizations and their employees, officers, directors, agents, representatives, licensors, suppliers and service providers (collectively with us, the “NYIAC Entities”) do not endorse and are not responsible for any information or materials made available through the Services or your use of such information or materials. All Submissions will be deemed to be non-confidential and may be used by us (i) on an unrestricted basis and (ii) without attribution to you or any third party. We reserve the right, in our sole discretion and at any time, to set limits on the number and size of any Submissions that may be posted on or through the Services or the amount of storage space available for Submissions. You hereby acknowledge and agree that (i) you have received good and valuable consideration in exchange for the rights granted by you hereunder in and to any Submission that you post; and (ii) you are not entitled to any further compensation for any use or other exploitation of such Submission by us or any other party (including, without limitation, the NYIAC Entities).
- Representations and Warranties. You hereby represent and warrant that: (i) you have the legal right and authority to enter into this Agreement; (ii) you solely own, or otherwise have the full right and permission to exploit, all of the rights in, to, and under any Submission that you post and to grant the rights and licenses set forth herein, and with respect to any third party materials that appear in or are otherwise incorporated or embodied any Submission that you post, you have obtained express, written clearances from all owners of and rights holders in such third party materials as necessary to grant the rights and licenses set forth herein; (iii) you have obtained the written consent, release, and/or permission of every identifiable individual who appears in any Submission that you post, to use such individuals name and likeness for purposes of using and otherwise exploiting such Submission(s) in the manner contemplated by Agreement, or, if any such identifiable individual is under the age of eighteen (18), you have obtained such written consent, release and/or permission from such individuals parent or guardian (and you agree to provide to us a copy of any such consents, releases and/or permissions upon our request); (iv) any Submission that you post, and the use thereof by us and our designees (including, without limitation, the NYIAC Entities), do not and shall not infringe upon or violate any patent, copyright, trademark, trade secret, or other intellectual property rights or other rights of any third party; (v) any Submission that you post is not confidential and does not contain any confidential information; and (vi) in creating, preparing and posting any Submission, you (A) have complied and will comply in all respects with all applicable laws, rules (including, without limitation, our Rules of Conduct), and regulations and (B) have not violated and will not violate any understanding by which you are explicitly or implicitly bound (including without limitation any agreement with any third party). If you do post a Submission that contains the likeness of an identifiable individual, we strongly encourage you not to include any identifying information (such as the individual’s name or address) within such Submission.
- Waiver; Further Assurances. To the extent permitted under applicable law, you agree to forever release and discharge each of the NYIAC Entities from, waive and covenant not to initiate, file, maintain, or proceed upon any suit, claim, demand, or cause of action against each of the NYIAC Entities with respect to, any and all claims, demands, actions, losses, costs, damages, liabilities, judgments, settlements and expenses (including, without limitation, reasonable attorneys’ fees) that relate in any way to this Agreement and/or the use of any Submission in a manner consistent with the rights granted under this Agreement, including, without limitation, any claim for idea misappropriation. Additionally, to the extent permitted under applicable law, you hereby waive any and all rights that you may have under laws worldwide that concern “moral rights,” “droit moral” or similar rights in connection with any Submission that you post (and you hereby represent and warrant that you have obtained clear, express written waivers from any applicable third parties with respect to any and all rights that such third parties may have under such laws in connection with any Submission that you post). At any time upon our request, you shall: (i) take or cause to be taken all such actions as we may reasonably deem necessary or desirable in order for us to obtain the full benefits of this Agreement and any licenses granted by you hereunder, and (ii) execute a non-electronic hard copy of this Agreement.
- No Obligation to Use. For the purpose of clarification, it shall be in our sole discretion whether or not to exercise any right granted to us under this Agreement, and we shall have no obligation to use or otherwise exploit any Submission.
11. Unsolicited Submissions; Feedback. Notwithstanding anything to the contrary in this Agreement, we and our Affiliates do not accept, invite or consider unsolicited submissions of ideas, proposals or suggestions (“Unsolicited Submissions”), whether related to the Services, our Products or otherwise. We do not treat Unsolicited Submissions as confidential, and any Unsolicited Submission will become our sole property. The NYIAC has no obligations with respect to Unsolicited Submissions and may use them for any purpose whatsoever without compensation to you or any other person. Unless we expressly agree otherwise in writing, if you provide us with any ideas, proposals, suggestions or materials (“Input”) related to the Services, you hereby acknowledge and agree that (a) your provision of any Input is gratuitous, unsolicited and without restriction and does not place NYIAC under any fiduciary or other obligation; (b) any Input is not confidential and NYIAC has no confidentiality obligations with respect to such Input; and (c) to the extent permitted under applicable law, any Input will become our sole property. Without limiting the foregoing, you hereby grant to us a world-wide, royalty-free, fully paid-up, exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to: (i) reproduce, distribute, perform and display (publicly or otherwise), adapt, modify and otherwise use and exploit such Input, in any format or media now known or hereafter developed, and you hereby represent and warrant that you have all necessary rights to grant the foregoing license. We may use Input for any purpose whatsoever without compensation to you or any other person. You are and remain responsible and liable for the content of any Input.
12. Monitoring. We may, but have no obligation to: (a) monitor, evaluate or alter Submissions before or after they appear on or through the Services; (b) seek to verify that all rights, consents, releases and permissions in or relating to such Submission have been obtained by you in accordance with your representations above; (c) refuse, reject or remove any Submission at any time or for any reason (including, without limitation, if we determine, in our sole discretion, that all rights, consents, releases and permissions have not been obtained by you despite your representations above). You agree to cooperate with us in our verification or inquiries related to the foregoing. We may disclose any Submissions and the circumstances surrounding their transmission to anyone for any reason or purpose, and in accordance with our Privacy Policy. If you become aware of any unlawful, offensive or objectionable material(s) on or through the Services (except for material that infringes copyright, which is addressed in Section 23 below), contact us at [email protected] with your name and address, a description of the material(s) at issue and the URL or location of such materials.
13. Accuracy of Information. We attempt to ensure that information provided on or in connection with this Site is complete, accurate and current. Despite our efforts, such information may occasionally be inaccurate, incomplete or out of date. We make no representation as to the completeness, accuracy or currentness of such information.
14. NYIAC’s Proprietary Rights. The information and materials made available through the Site, including the Services, are and shall remain the property of NYIAC and its licensors and suppliers, and are protected by copyright, trademark, patent, and/or other proprietary rights and laws. Subject to your compliance with this Agreement, and solely for so long as you are permitted by NYIAC to access and use the Site, you may view one (1) copy of any content on the Site to which we provide you access hereunder on any single computer solely for your personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices. Except as expressly authorized in advance by NYIAC in writing, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, or create derivative works based (whether in whole or in part) on, all or any part of the Site or any materials made available through the Site.Our trade names, trademarks and service marks include without limitation, New York International Arbitration Center, NYIAC and associated stylizations and logos. All trademarks and service marks on the Services not owned by us are the property of their respective owners. The trade names, trademarks and service marks owned by us, whether registered or unregistered, may not be used 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 Services should be construed as granting any license or right to use any trade names, trademarks or service marks without express prior written consent of the owner.
15. Links. The Site may provide links to other web sites and online resources. Because NYIAC has no control over such sites and resources, you acknowledge and agree that the NYIAC Entities are not responsible for the availability of such external sites or resources, and the NYIAC Entities neither endorse nor are responsible or liable for any content, advertising, products or other materials on or available through such sites or resources. NYIAC is not affiliated with any law firm (including but not limited to the “founding firms” listed on the Site), arbitration administration organization or other company that may be listed on the Site, and such listing does not imply any endorsement by NYIAC of those entities or their products or services. Other web sites may provide links to the Site with or without our authorization. You acknowledge and agree that the NYIAC Entities do not endorse such sites, and are not and shall not be responsible or liable for any links from those sites to the Site, any content, advertising, products or other materials available on or through such other sites, or any loss or damages incurred in connection therewith.
YOU AGREE THAT YOUR USE OF THIRD PARTY WEB SITES AND RESOURCES, INCLUDING WITHOUT LIMITATION, YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEB SITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES. NYIAC shall have the right, at any time and in its sole discretion, to block links to the Site through technological or other means without prior notice.
16. Disclaimer of Warranties. THE SITE AND ANY GOODS, SERVICES, PRODUCTS, INFORMATION OR MATERIALS MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SERVICES ARE PROVIDED TO YOU “AS IS” WITHOUT ANY EXPRESS WARRANTIES AND NYIAC DISCLAIMS ALL STATUTORY OR IMPLIED REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS WITH RESPECT TO THE SERVICES AND ALL GOODS, SERVICES, PRODUCTS, CONTENT, INFORMATION AND MATERIALS MADE AVAILABLE THROUGH THE SERVICES, INCLUDING THE REPRESENTATIONS AND WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE.. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SERVICES (OR ANY PART THEREOF), OR ANY GOODS, SERVICES, PRODUCTS, CONTENT, INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE SERVICES IS OR WILL BE ACCURATE, COMPLETE, ERROR-FREE, OR COMPATIBLE WITH ANY PARTICULAR SOFTWARE OR HARDWARE. FURTHER, WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY SOFTWARE, HARDWARE, EQUIPMENT OR OTHER DEVICE OR SYSTEM USING THE SERVICES OR ANY GOODS, SERVICES, PRODUCTS, CONTENT, INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE SERVICES WILL FUNCTION IN ANY MANNER. YOU HEREBY AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO (A) OBTAIN AND PAY FOR ANY SOFTWARE, HARDWARE OR SERVICES (INCLUDING INTERNET CONNECTIVITY) NEEDED TO USE THE SERVICES AND (B) ENSURE THAT ANY SOFTWARE, HARDWARE, EQUIPMENT, DEVICES, SYSTEMS OR SERVICES THAT YOU USE WILL FUNCTION CORRECTLY WITH THE SERVICES AND ANY GOODS, SERVICES, PRODUCTS, CONTENT, INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE SERVICES. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SERVICES, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE SERVICES. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY RELIANCE ON THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY MATERIALS AVAILABLE THROUGH THE SITE.
17. Limitation of Liability. THE NYIAC ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, USE, DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SITE, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. IN PARTICULAR, AND WITHOUT LIMITATION, THE NYIAC ENTITIES WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR FROM ANY CONTENT POSTED ON THE SERVICES BY NYIAC OR ANY THIRD PARTY. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES. THE MAXIMUM LIABILITY OF NYIAC FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO NYIAC TO ACCESS AND USE THE SEREVICES. IT IS POSSIBLE THAT APPLICABLE LAW MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES; SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
While we try to maintain the integrity and security of the Site and the servers from which the Site is operated, we do not guarantee that the Site will be or remain secure, complete or correct, or that access to the Site will be uninterrupted. The Site may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Site. If you become aware of any unauthorized third-party alteration to the Site, contact us at [email protected] with a description of the material(s) at issue and the URL or location on the Site where such material(s) appear.
18. Indemnity. Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless the NYIAC Entities, from and against all claims, losses, costs and expenses (including attorneys’ fees) arising out of (a) your use of, or activities in connection with, the Site (including all Transactions); and/or (b) any violation of this Agreement by you; (c) any use or other exploitation, or failure or omission to use or otherwise exploit, any Submission (including any portion thereof) that you post; or (d) any claim that your Submission or any use or exploitation thereof caused damage to or infringed upon or violated the rights of a third party, including without limitation past, present or future infringement, misappropriation, libel, defamation, invasion of privacy or right of publicity or violation of rights related to the foregoing.
19. Termination. This Agreement is effective until terminated. We may, in our sole discretion, terminate your access to or use of the Services, at any time and for any reason, including if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination, your right to use the Services will immediately cease, and you agree that we may immediately deactivate or delete your password and user name, and all related information and files associated with it, and/or bar any further access to such information or files. You agree that any termination of your access to or use of the Services may be effected without prior notice, though we reserve the right to provide notice prior to termination where such notice may be required by applicable law. You agree that the NYIAC shall not be liable to you or any third party for any termination of your access to the Services or to any such information or files, and shall not be required to make such information or files available to you after any such termination. Sections 2, 8, 9, 11, 12 (other than the second sentence), 13–25 and 20-24 shall survive any expiration or termination of the Terms of Use.
20. Governing Law; Jurisdiction. Any claim or dispute arising under or in connection with this Agreement or your use of the Services, is governed by and shall be construed in accordance with the laws of the State of New York, U.S.A., without regard to its principles of conflicts of law to the extent that they would lead to the application of the law of any other jurisdiction. Any dispute arising out of or relating to these Terms, or the breach, termination or validity thereof, shall be finally resolved by arbitration administered by the CPR Rules for Non-Administered Arbitration by a sole arbitrator. If the parties fail to agree on appointment of an arbitrator within 30 days of the notice of arbitration, the arbitrator shall be appointed with the assistance of CPR Dispute Resolution Services. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. You consent to the exclusive jurisdiction of the federal and state courts located in New York County, NY, U.S.A., and waive any jurisdictional, venue or inconvenient forum objections thereto. You further agree that the United Nations Convention on the International Sale of Goods will not apply to this Agreement.
21. Arbitration. Any dispute arising out of or relating to this Agreement, or the breach, termination or validity thereof, or your use of the Services shall be finally resolved by arbitration administered by the CPR Rules for Non-Administered Arbitration by a sole arbitrator. If the parties fail to agree on appointment of an arbitrator within 30 days of the notice of arbitration, the arbitrator shall be appointed with the assistance of CPR Dispute Resolution Services. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. You consent to the exclusive jurisdiction of the federal and state courts located in New York County, NY, U.S.A., and waive any jurisdictional, venue or inconvenient forum objections thereto. You further agree that the United Nations Convention on the International Sale of Goods will not apply to this Agreement.
22. Contact Us. If you have any questions regarding the meaning or application of this Agreement, please direct such questions to [email protected]. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us.
23. Copyright Infringement Claims. The 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 Site infringe your copyright, you (or your agent) may send NYIAC a notice requesting that NYIAC remove the 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 NYIAC 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 should be sent to: NYIAC Chair, 909 Third Avenue, P.O. Box 280, New York, NY 10007; email, [email protected]. We suggest that you consult your legal advisor before filing a notice or counter-notice.
24. Notice for California Residents. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site, please contact us by writing to NYIAC Chair, 909 Third Avenue, P.O. Box 280, New York, NY 10007 or by calling us at (917) 300-9550. 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.
25. Ability to Enter Into This Agreement. By using the Site, you affirm that you are of legal age to enter into the Terms of Use.
26. Filtering. Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at: https://getnetwise.org/ and https://onguardonline.gov/. Please note that we do not endorse any of the products or services listed at these sites.
27. Miscellaneous. This Agreement does not create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and us. If any provision of this Agreement is found to be unenforceable, that provision will not affect the validity and enforceability of any other provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. This Agreement hereby incorporates by this reference any additional terms that we post on or through the Services (including, without limitation, our Privacy Policy) and, except as otherwise expressly stated herein, this Agreement is the entire Agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter. Notices to you may be made via posting to the Services, by e-mail or by regular mail, in our discretion. We may also provide notice of changes to this Agreement or other matters by displaying such notices or by providing links to such notices. You agree that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. We will not be responsible for failure to fulfill any obligation due to causes beyond our control.