TERMS OF SERVICE
I. Introduction and Eligibility
This agreement is a legally binding contract. It may change as our service changes, and you agree you will review it and any updates regularly.
Revisions to Terms. We reserve the right, in our sole discretion, to revise these Terms at any time, in whole or in part, by posting an updated version. Changes to these Terms will be effective when posted. You agree to visit this page periodically to review the most current Terms and your continued use of the Promotable Service, or any part thereof after any changes to these Terms are posted constitutes your binding acceptance of these Terms. If you object to any changes to these Terms, your sole recourse will be to stop using the Promotable Service.
Children. No part of the Promotable Service is directed to persons under the age of 13. The terms “post” and “posting” as used in these Terms shall mean the act of submitting, uploading, publishing, displaying, or similar action on the Promotable Service.
If you are not a resident of the United States, by using the Promotable Service and submitting personal information to us, you consent to the transfer of your information to the United States.
II. The Promotable Service
The “Promotable Service” means the website located at www.promotable.io and any associated software, applications, and Internet services under Promotable’s control, whether partial or otherwise, used in connection with providing the services provided by Promotable. The Promotable Service provides an online platform to enable you to view information online and through other connected devices about classes, courses, workshops, and other education programs and events offered by Promotable (collectively, “Courses”). These Courses are at the intersection of technology, design, and entrepreneurship and may be made available for free or for a fee, in Promotable’s sole discretion. Together with our members, thought leaders, and seasoned practitioners (collectively “Instructors”), Promotable offers a robust curriculum focused on entrepreneurship and practices by which design and technology can be leveraged to create industry-changing products and successful companies. The Promotable Service will also permit the community of users of the Promotable Service to engage in discussions and communications with one another and with the Instructors. “Premium Content” means Promotable’s multi-media content library of all prior and current Courses and live-stream transmissions of future Courses.
Sign Up for a Course. You may sign up for a Course using the Promotable Service. We cannot promise the availability of the Course.
Our cancellation and no show policies are available here.
Cancellation and No Show Policies. We determine the rescheduling and cancellation policies and apply them at our discretion. You should contact us directly, not Instructors, for any rescheduling or cancellation questions. The Promotable Cancellation Policy is available hereand is incorporated into these Terms.
Please exercise caution, good sense, and sound judgment when providing information to other users.
Chat Room Service and Blog Post. You may be able to engage in online chat sessions with other users of the Promotable Service, including Instructors, as well as post comments on blog posts. You should exercise caution, good sense, and sound judgment when submitting messages or information to be posted in a chat room or on a blog. Think – and read twice – before you post anything. Once something is posted online it may live in perpetuity, and messages posted today could be highly embarrassing or damaging to your credibility or reputation in the future. You are responsible for any comments or materials you post in a chat room or on a blog, and you assume all liability arising out of a post. We discourage the posting of sensitive or personal information in comments or posts and we are not responsible for the use of your personal information that you publicly post by any third parties. Promotable makes no representations and warranties with respect to the confidentiality of any posts you make through the Promotable Service.
Information You Provide to Instructors. Your Instructors may ask you for information, including personal information, such as your email address, to help facilitate the provision of the Course. Instructors are required to use this information only to communicate about Course materials in a professional manner. However, you agree that we are not responsible for any use of this information by an Instructor for other purposes.
We use third-party services to help us provide the Promotable Service, but such use does not indicate that we endorse them or are responsible or liable for their actions.
Third-Party Services. The Promotable Service may link to third-party websites to facilitate its provision of services to you. If you use these links, you will leave the Promotable Service. Some of these third-party websites may use Promotable Content (defined below) under license from Promotable. Promotable is not responsible for these third-party websites, whether or not Promotable is affiliated with such third-party websites. Through our use, we do not endorse the organizations sponsoring such third-party websites or their products or services. You agree that Promotable is not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings you may have on or through a third-party website or as a result of the presence of any third-party advertising on the Promotable Service.
We are not your attorney or financial advisor, and we do not provide any legal or financial advice.
Promotable Is Not Your Attorney or Financial Advisor. Do not contact Promotable for legal or financial advice. You agree and acknowledge that Promotable, and its Instructors, are not a law firm and are not authorized to practice law in any jurisdiction. Promotable does not give legal advice in any form or practice law in any way. The information obtained from or through the Promotable Service is for information purposes only, and you are solely responsible for confirming the accuracy and appropriateness of such information for your own business or venture with your own tax, financial, and legal advisors. Promotable, and its Instructors, are not establishing an attorney-client relationship with you through your use or access of the Promotable Service.
Social Sign-On. The Promotable Service may allow you to register and log in using sign-on functionality provided by social networks, such as Facebook. You agree to abide by the social networks’ terms and conditions applicable to you.
Promotable may feature a Course or Instructor, but we make no representations about the quality of any Courses or Instructors.
Featuring a Course or Instructor. The Promotable Service may feature a Course or Instructor as an advertisement, but this is not a recommendation of such Course or Instructor. We may also recommend a Course as part of a collection of Courses. However, as stated more fully elsewhere in these Terms, Promotable makes no representations as to the quality or nature of Courses or Instructors shown on the Promotable Service.
With your consent, we may use your Student Work to promote Promotable.
Featuring Your Student Work. We may promote Promotable using the work you completed as part of completing a Course ( “Student Work”) with your permission, and you grant Promotable a nonexclusive license to use your name in combination with your Student Work in any and all media in connection with Promotable’s promotional efforts. Our use will be limited to promoting Promotable. Promotable will include your name and attribute the Student Work to you.
III. Financial Matters
You may have to pay a fee to attend a Course or subscribe to Premium Content through the Promotable Service.
Courses. Promotable may charge you fees to attend a Course. The amount of any fees may be revised by Promotable from time to time and vary from region to region, and topic to topic.
Premium Content. Promotable charges a monthly fee for a subscription to Premium Content. Premium Content may be available on a free trial or introductory offer basis. If such an offer is provided, only one per household or email address is allowed at any given point in time. In addition, there is a limit of one trial per person and per email address in any given six-month period unless otherwise stated in the offer. If you do not cancel your subscription within the trial or introductory offer period, we will charge the credit card you provided during the sign-up process. You will not receive a notice from us that your free trial period has ended or that the paying portion of your membership has begun. You agree to pay the applicable subscription fee as set forth on this site. Promotable reserves the right to increase the Premium Content subscription fee or institute new charges upon reasonable notice. Fees for a Premium Content subscription are due in advance. You agree that your membership fee or subscription will be billed automatically each month, at or around the day of the month corresponding to the day of the month you originally registered for Premium Content at the then-current rate to the credit card you used in your most recent transaction with us.
Cancellation of Premium Content. You may cancel your membership at any time and such cancellation will be effective at the end of the month in which you provide notice of cancellation. To cancel your membership please log in to your account on the website and follow the instructions for cancellation. Your membership will automatically renew each month, until you notify us of your decision to cancel your membership. Promotable reserves the right to cancel your subscription at any time.
When you sign up for a Course or a Premium Content subscription that requires a payment, you agree to pay it.
We use third-party service providers, which offer various payment methods. Such payment methods could change.
You Agree To Pay Us For Your Purchases. You agree to pay for all products and services that you purchase through the Promotable Service, and you agree that we may charge your selected payment method, either directly or through the services of a third-party payment processor, for any such payments. Only those payment methods accepted by our third-party payment processor can be used to purchase products, goods, or services through the Promotable Service.
You are responsible for all fees charged to make payments using payment processors through the Promotable Service.
Third-Party Payment Processors. Promotable currently uses secure third-party payment processors for electronic commerce. Our third-party payment processors accept payments through methods detailed on the applicable payment screen, which may include various credit cards and PayPal. Information that you supply to our payment processors is not stored by us or within our control, and is subject to each of our third-party payment processors’ own privacy policies and terms and conditions. Third-party payment processors may charge a fee to process payments and Promotable is not responsible for any fees charged by them. Promotable disclaims all liability with regard to any fees or problems you have with third-party payment processors
Availability of Certain Forms of Payment. Promotable makes no representations and warranties about the continued availability of any particular form of payment method made available for use with the Promotable Service.
Pre-Authorization. When you provide a credit card number to us to activate and/or pay for any fees related to Promotable, we, through our third-party payment processor, may seek pre-authorization of your credit card account prior to a purchase to verify the credit card is valid and/or has the necessary funds or credit available to cover your purchase. These pre-authorizations will reduce your available balance by the authorization amount until it is released or reconciled with the actual charge. Please contact your card issuer if you have additional questions regarding when an authorization amount will be removed from your statement.
Timing of Charges. Charges occur within a reasonable time of the transaction or shortly thereafter, and multiple charges during the same period may be aggregated together.
Recurring Payment Program. Promotable offers a recurring payment program, which allows you to pay the balance owed for courses in installments. You can elect to enroll in this program by completing and submitting the Recurring Payment Authorization Form. If you have submitted this Form you have authorized us to charge your checking/savings account or credit card for the amount and at the intervals set forth in the Form. You can cancel your enrollment in our recurring payment program by notifying us in writing at least 15 days prior to the next billing date of your intent to cancel the authorization. To cancel, please notify us in writing at firstname.lastname@example.org. You are responsible for all recurring charges made prior to the effective date of cancellation.
You may send us an email to dispute charges to your account within 30 days of the charge.
Disputed Charges. You agree to submit any disputes regarding any charge to your account in writing to Promotable within thirty (30) days of such charge, or your dispute is waived and such charge will be final and not subject to challenge. You may dispute a charge by sending an email to us at email@example.com.
Promotable may provide refunds at its discretion. Our refund policy is available here.
Refunds. We reserve the right, but are not obligated, to refund fees paid to us. Our policy for providing refunds, if ever, for any purchases made by you, is set forth in the Promotable Refund Policy available here and is incorporated into these Terms. A cancellation of a Premium Content subscription will be effective at the end of the month in which we receive notice of cancellation; there will be no pro-rata refunds. Promotable may modify its refund policy at any time with or without specific notice to you; provided, however, that the refund policy in effect at the time of any transaction shall apply to such purchase despite any subsequent change in such policy. Please contact firstname.lastname@example.org to request a refund.
Promotable will not collect or pay your taxes.
Taxes. “Taxes” include sales, use, value added, or transaction taxes and other government-imposed fees and charges. You are responsible for determining and paying the appropriate taxes resulting from a transaction occurring through the Promotable Service. Promotable is not responsible for collecting, reporting, paying, or remitting to you any such taxes, unless required by law.
Currency. We accept a variety of international currencies, including U.S. Dollars, Great Britain Pounds, Euros, Hong Kong Dollars and Australian Dollars, depending on where you are located. The currency required for settling transactions with us will be displayed when you check out. Your transaction may be subject to applicable currency conversion-related transaction fees and exchange rate changes.
IV. Account Creation and Use by an Agent
You agree that if you create an account and use the Promotable Service on behalf of a business entity (e.g., corporation), you have the necessary legal authority and capacity to do so as an authorized agent of the business entity. You agree that you have the authority to bind the business entity in legal agreements and contracts.
V. Your Account
If you create an account, you are responsible for the confidentiality of your log-in credentials and for keeping your information accurate.
You are responsible for any activity resulting from the use of your log-in credentials on the Promotable Service.
To use some parts of the Promotable Service, including Premium Content, you must create an account. If you subscribe to Premium Content, you will need to provide us with your name, email address and billing address, as well as your debit/credit card information. You represent and warrant that the information you provide to Promotable upon registration and at all other times will be true, accurate, current, and complete. You also represent and warrant that you will ensure that this information is kept accurate and up-to-date at all times.
Your Log-In Credentials. You are responsible for maintaining the confidentiality of your log-in credentials and are fully responsible for all activities that occur through the use of your credentials. You agree to notify us immediately if you believe the confidentiality of your log-in credentials has been compromised or if you suspect unauthorized use of your account. You agree that we will not be liable for any loss or damage arising from unauthorized use of your credentials.
Promotable may communicate with you by email under certain circumstances, or by posting a notice on the Promotable Service/website. You may request that we provide notice of security breaches in writing.
If you have registered to use the Promotable Service or are registered for a Course, you agree to receive email from us at the email address you provided to us for customer service related purposes, even if you have chosen to opt-out of marketing communications.
Electronic Notices. By using the Promotable Service or providing any personal information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Promotable Service. If we learn of a security breach relating to your personal information that is required to be reported pursuant to applicable security breach notification laws, we may attempt to notify you electronically by posting a notice on the Promotable Service or by sending an email to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at email@example.com.
VII. Promotable's Content Ownership and Use
Promotable owns all of the content we create, but you may use it, subject to these Terms, while you use the Promotable Service. You cannot use our logo without our written permission.
The contents of the Promotable Service include: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other Promotable content (collectively, “Promotable Content” ). All Promotable Content and the compilation (meaning the collection, arrangement, and assembly) of all Promotable Content are the property of Promotable or its licensors and are protected under copyright, trademark, and other laws.
License to You. Subject to these Terms, we hereby grant you the limited, revocable, non-exclusive, non-transferable, non-assignable, worldwide license to access and use the Promotable Service and the Promotable Content solely for the use of Promotable’s services, at our discretion. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Promotable Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Promotable Content on any copy you make of the Promotable Content in accordance with these Terms.
No Promotable Content or other material made available on or through the Promotable Service may be copied, modified, reproduced, duplicated, republished, uploaded, posted, transmitted, sold, transferred, publicly displayed, distributed, or used to create derivative works, in any way without written permission of the copyright owner unless such content is specifically made available for and authorized to be downloaded from the Promotable Service, in which case you are authorized to download a single copy of such materials for your own use. For example, certain Course materials may be made available as unprotected PDF files that can be downloaded by registered Course participants and/or other users of the Promotable Service. Materials not made available for download may not be downloaded or copied without prior written permission. Modification of materials obtained from the Promotable Service, including, but not limited to, User Content, for any other purpose, including, without limitation, any commercial purpose, is a violation of the copyrights and other proprietary rights of Promotable or its licensors, unless you have obtained express written authorization to the contrary.
No Commercial Use. No materials obtained from the Promotable Service, even if authorized for download from the Promotable Service, may be redistributed, nor may they be used for any commercial purpose, without Promotable’s prior written permission. Notwithstanding the prior sentence, the use of Course materials by a registered student of a Course for the development of a business, venture, or idea of which the registered student is actively involved as a founder or employee shall not be deemed a commercial purpose, but no additional reproductions may be made of any such materials, either electronically or in hard copy.
Additional Licenses. Certain materials made available for download from or through the Promotable Service may be subject to additional or different license terms and conditions, such as terms and conditions set forth in a Creative Commons license. Any such terms and conditions shall be identified in advance for such materials, and by downloading any materials governed by any other license terms and conditions, you hereby agree to be bound by and comply with such terms and conditions.
No Implied Rights. There are no implied licenses granted in these Terms.
Promotable Marks. Promotable, the Promotable logo, and other Promotable logos and product and service names are or may be trademarks of Promotable (the “Promotable Marks”). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use in any manner the Promotable Marks.
VIII. Your User Content and Our License to Use
You, or the people who allow you to use their content, own all of the content you post using the Promotable Service. However, by posting content to the Promotable Service, you are granting us a license to use your content for any purpose, including in our marketing materials. We may also modify your content, in our sole discretion, and without prior approval from you, in order to make it work better with the Promotable Service.
It is very important that you have permission to use other people’s content or they may be able to sue you for violating their legal rights.
Your User Content. The Promotable Service may provide you with the ability to create, post, or share content, including messages in chat rooms or comments on blog posts, as well as Student Work (“Your User Content”). You or a third-party licensor, as appropriate, retain all intellectual property rights to Your User Content. You are responsible for protecting those rights.
If you are an Instructor, the license grant above is also applicable to any content you create for the purpose of your Course (such as syllabi, slides or homework) that you post on the Promotable Course area of the Schoology platform.
You Acquire No Ownership of Others’ Content. You understand and agree that you will not obtain, through use of the Promotable Service, any right, title, or interest (including intellectual property rights) in content delivered via the Promotable Service.
You Must Have Rights to the Content You Post. You represent and warrant that: (i) you own the content posted by you on or through the Promotable Service or otherwise have the right to grant the license set forth in these Terms; (ii) the posting and use of Your User Content on or through the Promotable Service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; and (iii) the posting of Your User Content on the Promotable Service does not result in a breach of contract between you and a third party. You agree to pay all monies owing to any person as a result of posting Your User Content on the Promotable Service. You also acknowledge and agree that Your User Content is non-confidential and non-proprietary.
The Promotable Service contains content from users and other Promotable licensors. Except as provided within these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the Promotable Service.
IX. Copyright Policy
Tell us if you think a user has violated your copyright using the Promotable Service, or if you think someone incorrectly reported that you violated his or her copyright.
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 posted on the Promotable Service infringe your copyright, you (or your agent) may send Promotable a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked. The notice must include the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;
Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Promotable Service are covered by a single notification, a representative list of such works);
Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Promotable to locate the material on the Promotable Service;
Your name, address, telephone number, and email address (if available);
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Promotable a counter-notice.
Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Promotable Service should be sent to Brad Hargreaves, 10 East 21st Street, 4th Floor, New York, New York 10010 (firstname.lastname@example.org). Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA.
X. Suggestions and Submissions
We appreciate your comments, but if you send us creative ideas, we can use them without compensating you.
We appreciate hearing from our users and welcome your comments regarding the Promotable Service. Please be advised, however, that if you send us creative ideas, suggestions, inventions, or materials ( “creative ideas” ), we shall:
Own, exclusively, all now known or later discovered rights to the creative ideas;
Not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any creative ideas; and
Be entitled to unrestricted use of the creative ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
XI. User Content Disclaimers, Limitations, and Prohibitions
You are responsible for your actions when using and relying on the Promotable Service or content available on the Promotable Service.
We do not represent or guarantee the truthfulness, accuracy, or reliability of content, posted by users of the Promotable Service. You accept that any reliance on material posted by other users or third-party service providers will be at your own risk. By using the Promotable Service you accept the risk that you might be exposed to content that is objectionable or otherwise inappropriate.
You expressly acknowledge and agree that you are solely responsible for Your User Content on the Promotable Service. Promotable does not endorse, nor is it responsible for, Your User Content on the Promotable Service. You assume all risks associated with Your User Content, including anyone’s reliance on its quality, accuracy, or reliability, and you agree that you are solely responsible for any consequences that may arise from the posting of Your User Content through the Promotable Service. You may expose yourself to liability if, for example, Your User Content contains material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation.
Do not misuse the Promotable Service or attempt to break it, steal our content or use the Promotable Service to post unlawful or harmful content.
You agree to use the Promotable Service only for its intended purpose. You must use the Promotable Service in compliance with all privacy, data protection, intellectual property, and other applicable laws. The following uses of the Promotable Service are prohibited. You may not:
Attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to the Promotable Service, user accounts, or the technology and equipment supporting the Promotable Service;
Frame or link to the Promotable Service without permission;
Use data mining, robots, or other data gathering devices on or through the Promotable Service;
Post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity;
Disclose personal information about another person or post any content that is unlawful, pornographic, obscene, defamatory, libelous, threatening, discriminatory, harassing, bullying, vulgar, indecent, profane, hateful, racially, culturally or ethnically offensive, or that encourages criminal conduct or that gives rise, or potentially gives rise to civil or criminal liability or that violates any applicable law;
Sell, transfer, or assign any of your rights to use the Promotable Service to a third party without our express written consent;
Post advertising or marketing links or content, except as specifically allowed by these Terms;
Use the Promotable Service after your account has been terminated, without our consent;
Use the Promotable Service in an illegal way or to commit an illegal act in relation to the Promotable Service or that otherwise results in fines, penalties, and other liability to Promotable or others; or
Access the Promotable Service from a jurisdiction where it is illegal or unauthorized.
XII. Consequences of Violating These Terms
If you do not act responsibly and in accordance with these Terms, we may prohibit your use of the Promotable Service.
We reserve the right to suspend or terminate your account and prevent access to the Promotable Service for any reason, without notice to you, at our discretion. We reserve the right to refuse to provide the Promotable Service to you in the future.
Promotable may review and remove any of Your User Content at any time for any reason, including for any activity which, in its sole judgment: violates these Terms; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of, users of the Promotable Service.
You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms and your use of the Promotable Service.
XIII. Promotable's Liability
We are not liable for the actions of our users when they use the Promotable Service. We may also change the Promotable Service at any time and are not liable for how this may affect you. We do not guarantee the quality or accuracy of any content you view using the Promotable Service or other websites.
Changes to the Promotable Service. We may change, suspend, or discontinue any aspect of the Promotable Service at any time, in our sole discretion, including hours of operation or availability of the Promotable Service or any feature, without notice or liability.
User Disputes. We are not responsible for any disputes or disagreements between you and any third party you interact with using the Promotable Service, including POP licensing or relationship authentication. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release Promotable of all claims, demands, and damages in disputes among users of the Promotable Service. You also agree not to involve us in such disputes. Use caution and common sense when using the Promotable Service.
Content Accuracy. We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the Promotable Service. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third-party products or services obtained through the Promotable Service. Use the Promotable Service at your own risk. Third-Party Websites. The Promotable Service may include links to third party websites and applications, such as Schoology. You are responsible for evaluating whether you want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and we disclaim all liability arising from your use of them.
We make no promises and disclaim all liability of specific results from the use of the Promotable Service.
A. DISCLAIMER OF WARRANTIES
Released Parties Defined. “Released Parties” include Promotable and its affiliates, officers, employees, agents, service providers, partners, Instructors, and licensors.
You use the Promotable Service at your own risk. We make no warranties or guarantees.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE Promotable SERVICE IS AT YOUR SOLE RISK, AND THE Promotable SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE Promotable SERVICE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (i) THE Promotable SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE Promotable SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE Promotable SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE ON THE Promotable SERVICE WILL MEET YOUR EXPECTATIONSAND, AND (iv) ANY ERRORS IN THE Promotable SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE Promotable SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
B. LIMITATION OF LIABILITY AND INDEMNIFICATION
We are not liable for anything that happens to you that somehow may be connected to your use of the Promotable Service. You may be responsible for our legal fees and costs arising out of your use of the Promotable Service.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY OR OTHERWISE), FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Promotable HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE Promotable SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE Promotable SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE Promotable SERVICE; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (vi) ANY OTHER MATTER RELATING TO THE Promotable SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE Promotable SERVICE OR YOUR USE OF Promotable CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100.
Indemnification. You agree to defend, indemnify, and hold harmless the Released Parties from and against any and all claims, liabilities, damages, losses, costs, expenses, fees, actions, or demands, including, without limitation, reasonable legal and accounting fees, alleging or resulting from (i) your use of or reliance on any third-party content, (ii) your use of or reliance on any Promotable Content, (iii) any of Your User Content, (iv) your violation of any person’s intellectual property, privacy, publicity or other right, (v) the violation of any applicable laws and/or these Terms by you and/or anyone using your log-in credentials to access and otherwise use the Promotable Service (in whole or in part), (vi) the breach of any of your warranties, representations, responsibilities or other obligations set forth in these Terms, or (vii) the willful misconduct of you or anyone accessing the Promotable Service using your log-in credentials. We shall provide notice to you promptly of any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. This provision shall remain in full force and effect notwithstanding any termination of your use of the Promotable Service.
XIV. General Terms
These Terms constitute the entire agreement between you and Promotable concerning your use of the Promotable Service. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. The section titles and annotations in these Terms are for convenience only and have no legal or contractual effect.
XV. Arbitration, Class Waiver, and Waiver of Jury Trial
We are located in New York, so all disputes must be resolved there. We will use arbitration to resolve any problems, and you cannot join a class action lawsuit or obtain a jury trial for any disputes you have with us related to your use of the Promotable Service.
These Terms and the relationship between you and Promotable shall be governed by the laws of the state of New York without regard to its conflict of law provisions, regardless of where you live. You and Promotable agree to submit any disputes relating to your use of the Promotable Service for final and binding arbitration under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted in Dover, Delaware. You covenant not to sue Promotable in any other forum.
You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to your use of the Promotable Service or these Terms:
YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND
YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.