Terms of Service
MAGMA CAPITAL FUNDS TERMS OF SERVICE
Thank you for visiting our website (www.magmacapitalfunds.com) (this “Website” or the “Website”).
PLEASE READ ALL OF THE FOLLOWING TERMS OF SERVICE BEFORE USING OR INTERACTING WITH THIS WEBSITE, INCLUDING USE OF ANY PRODUCTS OR SERVICES PROVIDED BY, THROUGH, OR ON THIS WEBSITE OR BY MAGMA CAPITAL FUNDS, WHETHER OR NOT SUCH PRODUCTS OR SERVICES ARE ACCESSED VIA THIS WEBSITE OR BY ANY OTHER MEANS. BY CONTINUING TO ACCESS, LINK TO, OR USE THIS WEBSITE, OR ANY MAGMA CAPITAL FUNDS PRODUCTS OR SERVICES, YOU ACCEPT THESE TERMS OF SERVICE AND THESE TERMS OF SERVICE SHALL CONSTITUE A BINDING CONTRACT BETWEEN YOU AND MAGMA CAPITAL FUNDS AND ITS SUBSIDARIES AND AFFILIATES. EACH TIME YOU ACCESS OR USE THE WEBSITE AND/OR MAGMA CAPITAL FUNDS PRODUCTS OR SERVICES, YOU AGREE TO BE BOUND TO THE TERMS OF SERVICE AND YOU REPRESENT THAT YOU HAVE READ AND UNDERSTAND THEM IN THEIR THEN CURRENT FORM. IF YOU DO NOT OR CANNOT AGREE TO BE BOUND BY ANY OF THE PROVISIONS OF THESE TERMS OF SERVICE (OR IF YOU ARE LEGALLY INCAPABLE OF BEING BOUND), PLEASE EXIT FROM THE WEBSITE AND DISCONTINUE ANY USE OF THE WEBSITE AND/OR THE PRODUCTS AND SERVICES. IF YOU ARE ENTERING INTO THESE TERMS OF SERVICE IN CONNECTION WITH YOUR EMPLOYMENT, YOU HEREBY REPRESENT TO MAGMA CAPITAL FUNDS THAT YOU ARE AUTHORIZED TO AND HEREBY DO BIND YOUR COMPANY/EMPLOYER TO THESE TERMS OF SERVICE. IF ANY COURT OF COMPETENT JURIDICTION DETERMINES THAT YOU HAVE FAILED TO BIND YOUR COMPANY/EMPLOYER, THESE TERMS OF SERVICE SHALL BE BINDING UPON YOU PERSONALLY. ANY REFERENCES HEREIN TO “YOU” AND “YOUR” REFER BOTH TO YOU AND TO YOUR COMPANY/EMPLOYER, AS APPLICABLE.
Magma Capital Funds (the “Company” or “Magma”) is an online financial digital media firm publishing content relating to the financial markets (“Content”) and provides certain products and services (collectively, “Services”) through magmacapitalfunds.com (the “Website”) and via email and other electronic communications. Access to and use of the Website and the Services is always subject to these Terms of Service (“Terms of Service”), including any other online or mobile websites, blogs and interactive applications operated by the Company. The Company shall be deemed to conduct its business operations related to these Terms of Service from its headquarters in the State of Illinois, United States of America, and all interactions between you and the Company, including without limitation the delivery of Services between the Company and you, shall be deemed to have occurred in the State of Illinois, United States of America.
These Terms of Service constitute a binding contract between you and the Company.
1. USE OF SITE AND SERVICES
A. USE OF THE WEBSITE AND SERVICES
The Company provides access to, and use of, this Website and its Services subject to your compliance with these Terms of Service, and if applicable, any written agreement between the Company and you or your employer. By using of the Website and Services, you agree that such use, for any purpose, is at your own-risk.
B. GRANT OF LIMITED LICENSE
i. Limited License to Use the Website.
The Website, including all Content, such as, but not limited to, text, images, audio and visual displays, cartoons, goods, designs, graphics, applications, software, music, audio files, articles, directories, guides, trademarks, service marks, trade names, trade dress, copyright materials, logos, domain names, code, patents, patentable ideas, information, and the artistic arrangement or collection of any or all of the same, and HTML used to generate the pages (all included in the definition of Content), whether accessed via the Website or any other means, as between you and the Company, are property of the Company or that of the Company’s suppliers or licensors and are protected by patent, trademark and/or copyright under United States and/or foreign laws. Your use of the Website and Content may only be for your own internal personal or business (as the case may be) purposes. You may not attempt to access portions of the Website or Content that are not intended to be made public absent subscription access, unless you are a Subscriber (defined below). Except as otherwise expressly provided in writing by the Company, or by the Terms of Service, or by written agreement with the Company, you may not use, download, copy, reproduce, republish, upload, post, transmit or redistribute Content in any way.
ii. Subscription Terms and License.
a. Subscription Registration.
By completing the registration process or by “opt-in” (whether paid or complimentary) to our advertisements, surveys, contest, sweepstakes, newsletters or marketing, and at all times subject to compliance with all provisions of the Terms of Service, you may establish an account (“Account”) and register as a Magma subscriber (“Subscriber”), and you may access and use the Website, Services and Content commensurate with your Magma subscription (“Subscription”). In addition to the Services available on or through the Website, the Services to which you subscribe may include email newsletters, alerts, video, audio and other Content issued by the Company through various third-party mediums or platforms (collectively “Third-Party Platforms”), all of which, are governed by the Terms of Service as it relates to Magma Content, as well any terms, conditions and/or obligations imposed upon you by those Third-Party Platforms. As part of the registration process, a login ID and password will be assigned to your Account that you may use to access the Services. You are solely responsible for all activity on your Account and for the security of your computer system and access credentials (“Access Credentials”). You may not reveal, transfer or sell your Access Credentials password to any other person. By submitting information through the registration process, you represent that you are over the age of 18 years old.
b. Limited License to Services.
Subject to your compliance with the Terms of Service, if you are a Subscriber, you are hereby granted a non-exclusive, non-assignable, non-transferable, non-sublicensable right and license to access the Website and the Services commensurate with your Subscription level/selections. The Website, Services, and Content may be used only for your own internal personal or business purposes, and no part of the Website, Services, or Content may be copied, downloaded, uploaded, republished, posted, transmitted, reproduced, or redistributed by you. You are joint and severally responsible for any further dissemination by any third-party resulting from your breach of the license you have been granted. This right and license to access and use the Website, Services, and Content is personal to you and is not transferable to any other person or entity, nor may it be shared, resold, rented, licensed or leased by you. You are responsible to ensure that your use of the Website, Services, and Content is for lawful purposes only and is in conformity with the requirements of these Terms of Service. You shall be responsible for protecting the confidentiality of your password(s), if any. The Company shall have the right at any time to change or discontinue any aspect or feature of the Services, including (but not limited to) Content, hours of availability, and equipment needed for access or use.
c. Use of Services for Institutional Investing.
Magma makes certain Services available for an individual’s own internal personal or business purposes, and other Services available for commercial use by financial, corporate or investment professionals (“Institutional Use”). The Company reserves sole discretion in determining whether your use, or intended use, constitutes Institutional Use, which may result in the Company’s refusing to provide you a Subscription other than for Institutional Use. Any determination made by the Company as it relates to identifying your use as Institutional Use is based on your use or intended use of the Services and is not based on any suitability determination. The Company makes no representations or warranties about the suitability of any Services for any purpose or as it relates to any Subscriber.
iii. Explicit License Restrictions.
Without limiting any restrictions already stated in the Terms of Service, or your written agreement, if applicable, regardless of whether you are a Subscriber or non-Subscriber, you are strictly prohibited from the following:
a. Limitations of Reverse Engineering, Decompilation and Disassembly.
You may not reverse engineer, decompile, or disassemble the Website, any of the Services, or any other Content available in connection with the Website or Services, except and only to the extent that such activity is expressly authorized by applicable law, or express written permission by the Company, notwithstanding this limitation. You agree not to circumvent or attempt to circumvent any security measures associated with the Website and/or the Services.
b. No Rental.
You may not rent, lease or lend access to the Website or any of the Services.
c. No Redistribution.
You may not redistribute any information or Content provided by, through, or in connection with the Website or any of the Services to any other person, including posting, framing or publishing any Content on any third-party website or social media platform without express written permission by the Company.
d. Other Restrictions.
- With regards to use or access of the Website or Content, you hereby agree not to:
- Infringe upon the intellectual property rights of the Company or any third-party in using the Website or the Services.
- Alter or cancel another Subscriber’s Account or attempt to do so.
- Impersonate another person, indicate that you are an agent or employee of the Company, or attempt to mislead Subscribers or guests by indicating that you represent the Company or any of the Company’s licensors or affiliates.
- Attempt to acquire a login ID, password, or other Account information, or any other private information from a Subscriber.
- Engage in or promote or encourage any illegal activity including hacking, cracking or distribution of counterfeit software for the purpose of accessing the Website, the Services or Content.
- Represent or suggest to the public that the Company provides or has provided to you tailored or specific investment advice.
- Modify, delete or create derivative works of the Website, the Services or Content, or any part thereof.
- Remove or alter any legal notice, including any copyright management information, or any other notice or name or mark of the Company or its suppliers that appears in or is affixed to the Website or any of the Services or Content.
- Attempt to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization.
- Interfere with, hack into or decipher any transmissions to or from the servers running the Website or the Services.
- Do anything that interferes with the ability of other Subscribers to access and use the Website and the Services or that adversely affects the Website, the Services or the Company’s business.
- Use information provided on or in connection with the Website or the Services for any purpose that is not authorized by a license or permission granted by the Company herein.
- Perform any acts which violate any applicable laws or regulations in connection with your access or use the Website and/or the Services.
- Store (in its entirety or in part) in any database, the Services or Content, for access by you or any third-party or to distribute any database containing all or part of the Services or Content. You may not use the Services to improve the quality of any data you sell or license to a third-party.
- Upload, transmit, post or otherwise contribute (collectively “Your Own Communications”) to the Website or Content, to the extent a forum for such activity exists, any information for any unlawful or offensive purpose, and you acknowledge that, as between you and the Company, you are solely responsible for Your Own Communications, including the upload, transmission and posting of information, and as between you and the Company, you are solely responsible for the consequences of Your Own Communications and agree to not to use the Website or Services to: (A) convey any information that is known or should reasonably be known to be misleading, false, inaccurate or materially incomplete as it relates to the subject matter it purports to report on; (B) impersonate another person; (C) engage in or solicit unlawful or unethical conduct or any activity that would give rise to civil liability; (D) post material that is copyright protected or otherwise owned by a third-party without permission from the owner; (E) communicate any confidential or non-public information that is protected by a duty of trust or confidence or was obtained by any unlawful, deceptive or unauthorized means or by way of misappropriation of access or authority.
- Use “crawlers”, “bots”, “spiders”, “scripts”, “robots”, browser plug-ins, browser extensions or other automated devices or schemes to scrape, collect, modify the appearance of, or deep-link to, Content; or to override, bypass or circumvent the security features or access controls of the Website.
iv. No License to Company Trademarks.
You are not authorized under any circumstances to use any trademark, service mark, logo, trade dress, company name, brand, or domain name owned by the Company or used by the Company in connection with the Website or the Services. You agree not to infringe or dilute any trademark, service mark, logo, or trade dress owned by the Company.
C. CHARGING, BILLING AND SUBSCRIPTION TERM
If you submit a payment method during registration, or any updated payment method thereafter (collectively “Payment Method”), you grant us, and any third-party payment processor we elect to use on our behalf, permission to charge the Payment Method you provide in accordance with the terms of payment (“Terms of Payment”), which shall include: (A) all applicable fees and other charges for the Services of your Subscription for which you are billed; (B) the effective date of your Subscription; and (C) the duration of your Subscription (“Subscription Term” or “Subscription Terms”). Terms of Payment shall be communicated to you during the Subscription registration check-out process and through a confirmation email sent to the email address you provide during registration. The Company reserves the right to change prices at any time. The Company is not responsible for pricing, typographical, or other errors in any offer or marketing materials by the Company and reserves the right to cancel any orders resulting from such errors.
Subscriptions shall auto-renew, at the election of the Company, immediately upon conclusion of the then-current Subscription Term and shall renew for subsequent Subscription Terms, at the election of the Company, of equal duration unless terminated prior to the commencement of any renewal Subscription Term in accordance with these Terms of Service. You understand and agree to the terms of the auto-renewal payment, and accordingly, authorize all charges made to your Payment Method in accordance with the auto-renewal.
D. ACCOUNT TERMINATION
Subject to the terms described herein, each Subscriber has the right to terminate such Subscriber’s Account at any time upon written notice to the Company, including the “Cancel Subscription” function on the Website. Each Subscriber understands and agrees that the termination of a Subscriber’s Account is such Subscriber’s sole right and remedy with respect to any dispute, including, but not limited to, any related to, or arising out of: (A) any provision of these Terms of Service or the Company’s enforcement or application of these Terms of Service; (B) the Subscriber’s ability to access and/or use the Service; (C) the amount or type of fees, surcharges, applicable taxes, billing methods, or any change to the fees, applicable taxes, surcharges or billing methods; and (D) any and all claims related to, or arising from, the Services or use of, or access to, the Website or any Content. The Company reserves the right to collect accrued fees and charges and costs incurred by the Company upon receipt of a Subscriber’s notice to cancel an Account.
In the event an Account is terminated by the Subscriber for any reason (other than the Company’s permanent discontinuance of the Website and/or the Services), or by the Company for any breach by Subscriber of the Terms of Service (or any written agreement, if applicable), no refund will be granted, and the Subscriber’s Account shall be terminated at the conclusion of the then current Subscription Term. Any delinquent or unpaid Account with unresolved disputes must be settled before the Company may allow a Subscriber to register again. Any and all of a Subscriber’s personal information submitted in connection with the Account and/or the Services, including any Account information and password information, may promptly be destroyed by the Company upon termination of such Account.
The Company may terminate a Subscriber’s account at any time in its sole and absolute discretion for any reason including, without limitation, upon the occurrence of any one of the following events:(A) improper use of the Subscriber’s login ID or password; (B) the information provided by a Subscriber during the Account registration process, or the purportedly current information, is found to be untruthful or inaccurate;(C) improper use of the information provided on the Website or in connection with the Services and/or taking any other action which adversely affects the Website, the Services, or the Company; and/or (D) any violation of these Terms of Service. If the Company terminates an Account because of a Subscriber’s breach of these Terms of Service, the Company shall have no liability or responsibility to such Subscriber or any third party.
E. INSTITUTIONAL SUBSCRIPTION
In addition to the Terms of Service, Subscribers who use the Services for Institutional Use may be subject to written service agreements (“Applicable Service Agreement”) with the Company that amend, modify or supplement the Terms of Service. To the extent the current Terms of Service and Applicable Service Agreement are in conflict, the Applicable Service Agreement shall prevail.
If you have any questions, consult the appropriate person at your place of employment or your Magma sales representative.
F. RESERVATION OF OWNERSHIP AND RIGHTS BY THE COMPANY
All rights not expressly granted by the Company herein are reserved by the Company. Access to the Website, Services and Content is granted under license; no ownership rights are transferred to you by the Company. Except for the license granted herein, the Company retains all rights, title and interest in, and to; the Website, Services, Content and all information and other content provided in connection therewith. You understand and acknowledge that the Website, Services, Content and all other information provided to you in connection therewith are, as between you and the Company, owned solely and exclusively by the Company (including by its licensors and/or affiliates or suppliers), and are protected by applicable laws and regulations, including treaty obligations relating to intellectual property rights. Under no circumstances will you obtain any ownership interest in any element of the Website, Services or Content under these Terms of Service, or otherwise.
2. MODIFICATIONS TO TERMS OF SERVICE
The Company may, from time to time, modify, amend, remove or supplement these Terms of Service and post the revised version of the Terms of Service in place of the present version of the Website. Such modifications, amendments or supplements shall be effective immediately upon posting on the Website (or other transmission to you) and shall supersede all pervious notices or Terms of Service. You are responsible for periodically checking the Website for changes to these Terms of Service and we encourage you to do so. If you do not or cannot agree to be bound by any of the provisions of the revised version of the Terms of Service (or if you are legally incapable of being bound), you agree that your sole remedy is to discontinue use of the Website and, if applicable, cancel your Account (defined above) and cease use of the Services. Your continued use of and access, posting, or linking to, the Website, Services and/or Content constitutes your agreement to be bound by the revised version of the Terms of Service.
A. DISCLAIMER OF SERVICES AND WEBSITE
Magma does not provide, and no portion of Content purports to be, individualized or specific investment advice and Magma does not provide investment advice to individuals. All information provided by Magma is impersonal, general in nature and is made without regard to individual levels of sophistication or investment experience, investment preferences, objectives or risk parameters and without regard to the suitability of the Content for individuals or entities who may access it. Magma does not provide legal or tax opinions. No information found on the Website, nor any Services provided by Magma, should be construed as an offer to sell, or a solicitation of an offer to buy any security or investment vehicle, nor should it be construed as tailored or specific to you, or any reader or consumer thereof. You understand and agree that Content does not constitute specific recommendations of any particular investment, security, portfolio, transaction or strategy, nor does it recommend any specific course of action is suitable for any specific person or entity or group of persons or entities.
You understand and agree that the views expressed in Content are the opinions of the authors; the Company does not instruct its employees what opinions to hold and that opinions of one of the Company’s Content authors may differ from the opinions held by another on the same topic, or may change without notice—specifically, Content authors may even have conflicting, or contradictory at times, opinions about a topic. Conflicting or contradictory opinions may exist between Services because certain Services may take into account metrics, timelines, or market factors that are not applicable to other Services. You understand and agree that past results are not indicative of future performance.
You understand and agree that the views expressed in Content are derived from sources generally believed to be reliable, but that the Company is not liable for any errors, omissions, inaccuracies, or incomplete or out-of-date information contained within Content.
Certain products available through the Services may include additional disclaimers, any such disclaimers should be read, and understood to be, in addition to the disclaimers in this Terms of Service.
The Company may discontinue coverage of any security, sector, industry, company, topic, market or event at any time, without notice.
B. DISCLAIMER OF WARRANTIES
YOU HEREBY EXPRESSLY AGREE THAT ACCESS TO, AND USE OF, THE WEBSITE, SERVICES, CONTENT, AND THE INTERNET IS AT YOUR SOLE RISK. THE WEBSITE, SERVICES, AND CONTENT (AS WELL AS ANY THIRD-PARTY SERVICES, PRODUCTS, AND INFORMATION DELIVERED TO YOU IN CONNECTION THEREWITH) ARE PROVIDED ON AN “AS IS” AND ON AN “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND (EXPRESS OR IMPLIED); THE WARRANTIES HEREBY DISCLAIMED INCLUDE ANY WARRANTY OF MERCHANTIBILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE WEBSITE OR SERVICES AT TIMES OR LOCATIONS OF YOUR CHOOSING OR THAT THE COMPANY WILL HAVE ADEQUATE CAPACITY FOR THE WEBSITE OR SERVICES AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA. THE WEBSITE, SERVICES AND CONTENT MAY CONTAIN ERRORS, INCLUDING TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS. IN ADDITION, THE WEBSITE AND SERVICES MAY INADVERTENTLY ENABLE YOU TO ACCESS OR DOWNLOWAD HARMFUL OR MALICIOUS CODE INTRODUCED ONTO THE INTERNET BY THIRD-PARTIES. THE WEBSITE AND SERVICES MAY BE AVAILABLE INTERNATIONALLY AND MAY CONTAIN REFERENCES TO PROGRAMS OR SERVICES OF THE COMPANY AND/OR ITS SUPPLIERS THAT ARE NOT AVAILABLE IN YOUR LOCATION. SUCH REFERENCES DO NOT IMPLY THAT THE COMPANY OR ITS SUPPLIERS INTEND TO MAKE AVAILABLE SUCH PRODUCTS, PROGRAMS, OR SERVICES IN YOUR LOCATION.
4. LIMITATIONS OF LIABILITIES
YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IN RELATION TO ANY DISPUTE WITH THE COMPANY, ITS LICENSORS, SUPPLIERS OR AFFILIATES (OR ANY OF THEIR EMPLOYEES, CONTENT AUTHORS OR PROVIDERS, OFFICERS, MEMBERS OR DIRECTORS) IS TO STOP USING THE WEBSITE AND/OR SERVICES, AND TO CANCEL YOUR ACCOUNT, IF APPLICABLE. YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT WILL THE COMPANY, ITS LICENSORS, SUPPLIERS, OR AFFILIATES (OR ANY OF THEIR EMPLOYEES, CONTENT AUTHORS OR PROVIDERS, OFFICERS, MEMBERS OR DIRECTORS) BE LIABLE FOR ANY ACT OR FAILURE TO ACT BY THEM OR ANY OTHER PERSON REGARDING ANY CONDUCT, COMMUNICATION OR CONTENT ASSOCIATED WITH THE WEBSITE, SERVICES, OR CONTENT.
MOREOVER, IN NO CASE SHALL THE COMPANY, ITS LICENSORS, SUPPLIERS OR AFFILIATES (OR ANY OF THEIR EMPLOYEES, CONTENT AUTHORS OR PROVIDERS, OFFICERS, MEMBERS OR DIRECTORS) BE LIABLE TO YOU OR ANYONE DERIVING RIGHTS FROM YOU IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO THE COMPANY FOR THE SERVICES DURING THE ONE (1) YEAR PERIOD PRIOR TO THE DATE ON WHICH YOUR CLAIM PURPORTEDLY AROSE. IN NO CASE SHALL ANY OF SUCH PERSONS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM THEFT OR LOSS OF PROFITS, DATA, USE, GOODWILL, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSS) RELATINGING IN ANY WAY TO YOUR USE OF OR INABILITY TO USE THE WEBSITE, THE SERVICES, OR CONTENT. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER SUCH ALLEGED LIABILITY IS BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER ANY PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF CERTAIN CATEGORIES OF LIABILITY, THE FOREGOING LIMITATIONS SHALL APPLY TO YOU ONLY TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW. IN THE EVENT THAT THIS LIMITATION OF LIABILITIES PROVISION, OR ANY OTHER PROVISION OF THESE TERMS OF SERVICE IS HELD TO BE OVERBROAD OR UNLAWFUL AS WRITTEN, SUCH A COURT OF COMPETENT JURISDICTION SHALL INTERPERT ALL LAWFUL PROVOSIONS AS VALID AND SHALL “BLUE-PENCIL” THE UNLAWFUL OR OVERBROAD PROVISION AND DEEM IT AMENDED ONLY TO THE EXTENT NECESSARY TO MAKE THE UNLAWFUL OR UNENFORCEABLE PROVISION LAWFUL IN ACCORDANCE WITH APPLICABLE LAW AND SHALL ENFORCE SUCH PROVISION AS AMENDED.
THE COMPANY DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY THIRD-PARTY PRODUCT OR SERVICE OFFERED THROUGH OR IN CONNECTION WITH THE WEBSITE OR THE SERVICES AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
You agree to defend, indemnify and hold harmless the Company and its licensors, affiliates, parent, suppliers, employees, officers, directors and members from and against all actions, suits, claims (including investigations and allegations that are not yet presented as litigation), and liabilities, losses and expenses, including attorneys’ fees and costs, arising in connection with any breach of these Terms of Service by you. If you fail to provide a defense satisfactory to the Company, the Company may assume the defense and invoice you for the cost thereof, which invoice(s) you shall pay immediately upon presentation.
7. LINKS WITH OTHER WEBSITES
The Website, Services and/or Content may provide links or references to websites or services that are maintained, owned, operated and/or provided by third-parties. The Company is not responsible for, and does not assume responsibility of, any content or practice of any such website or service. Your use of any such website or service is entirely at your own risk. The Company provides such links and/or references solely as a convenience to you and not as an endorsement or approval of any content, practice, owner, or sponsor. The Company makes no warranties of any kind in relation to such websites and/or services.
8. GOVERNING LAW AND JURISDICTION
These Terms of Service, as well as your use of the Website and Services, are governed by and shall be construed in accordance with the laws of the State of Illinois, without regard to its provisions relating to conflicts of laws. By agreeing to these Terms of Service or by accessing or using the Website and/or any of the Services, you submit to the personal jurisdiction of the federal and state courts of the State of Illinois. You further agree that such courts shall have exclusive jurisdiction over any claim brought by you under or in connection with these Terms of Service, the Website, or any of the Services, and hereby expressly waive any objection to personal jurisdiction or forum.
9. VOID WHERE PROHIBITED
The Company makes no representation or warranty that any material on the Website or in the Services is lawful in every jurisdiction from which such material can be accessed, or is available for use in all jurisdictions. If you access or use the Website or the Services from a jurisdiction outside of the United States you are responsible for compliance with all applicable local laws.
A. SEVERABILITY AND BLUE-PENCIL DOCTRINE
If any provision of these Terms of Service is held to be invalid or unenforceable, that provision will be deemed to be restated, or “blue-penciled” to reflect as nearly as possible the original intention in accordance with applicable law, and the remainder of these Terms of Service will remain in full force and effect.
B. TERMS OF SERVICE SUPERSEDE PRIOR
These Terms of Service replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter, include prior versions of the Terms of Services, unless such other understandings were made in a written agreement binding you and the Company to such agreement.
Any waiver of any provision of these Terms of Service will be effective only if in writing and signed by the Company. The failure of the Company to assert any right under these Terms of Service shall not be considered a waiver of that right, which shall remain in full force and effect. In addition, these Terms of Service are not intended to confer, and do not confer, any rights or remedies upon any person other than you.
D. GOVERNING LANGUAGE
These Terms of Service and all related documents are written and shall be interpreted in the English language.
Section titles or “headings” in the Terms of Service are used solely for the convenience of you and have no legal or contractual significance, and are of themselves, non-binding.
11. CONTACT US
If you have any questions, concerns, or comments regarding these Terms of Service, or have other questions or suggestions about our Website or the Services, you may contact us via email at email@example.com