NOTE TO CHILDREN UNDER 13 YEARS OF AGE: THE 5DEGREES.US SERVICE IS NOT FOR PERSONS UNDER THE AGE OF 13. If you are under 13 years of age, then please do not use the 5Degrees.us service.
You represent that you are 18 years of age or older and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms. In any case, you affirm that you are over the age of 13, as the 5Degrees.us service is not intended for children under the age of 13. If you are using or opening an account on the 5Degrees.us service on behalf of a company, entity, or organization (collectively "Subscribing Organization"), then you represent and warrant that you: (1) are an authorized representative of that Subscribing Organization with the authority to bind such organization to these Terms and (2) agree to be bound by these Terms on behalf of such Subscribing Organization.
3. Individual Features and Services
When using the 5Degrees.us service, you will be subject to any additional posted guidelines or rules applicable to specific services, and features that may be posted from time to time (the "Guidelines"). All such Guidelines are hereby incorporated by reference into the Terms.
4. Modification of the Terms
5Degrees.us reserves the right, at its discretion, to change, modify, add, or remove portions of these Terms at any time and from time to time without notice to you. Please check these Terms and any Guidelines periodically for changes. Your continued use of the 5Degrees.us service after the posting of changes constitutes your binding acceptance of such changes. For any material changes to these Terms, such amended terms will automatically be effective (30) thirty days after they are initially posted on the 5Degrees.us service.
5. 5Degrees, Inc Service Access
5Degrees, Inc. grants you permission to use the 5Degrees.us service as set forth in these Terms, provided that: (i) you use the 5Degrees.us service solely for your personal, private, noncommercial use; (ii) you do not copy, publicly display or distribute any part of the 5Degrees.us service in any medium without 5Degrees.us's prior written authorization; (iii) you do not alter or modify any part of the 5Degrees.us service other than as may be reasonably necessary to use the 5Degrees.us service for its intended purposes; (iv) you do not engage in any of the prohibited uses described below; and (v) you will otherwise fully comply with these Terms. The 5Degrees.us service is controlled and offered by 5Degrees.us from its facilities in the United States of America. 5Degrees.us make no representations that the 5Degrees.us service is appropriate or available for use in other locations. Those who access or use the 5Degrees.us service from other jurisdictions do so at their own risk and are responsible for compliance with local law.
6. Ownership; Proprietary Rights
The 5Degrees, Inc. service is owned and operated by 5Degrees.us. The content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the 5Degrees.us service that are provided by 5Degrees.us ("5Degrees.us Materials") are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All 5Degrees.us Materials contained on the 5Degrees.us service are the property of 5Degrees.us or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names contained in the 5Degrees.us Materials or on the 5Degrees.us service are proprietary to 5Degrees, Inc. or its affiliates and/or third-party licensors. Except as expressly authorized by 5Degrees.us, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the 5Degrees.us Materials. 5Degrees.us reserves all rights not expressly granted in these Terms. You shall not acquire any right, title or interest to the 5Degrees.us Materials, except for the limited rights set forth in these Terms.
7. User Submissions
7.1 General. The 5Degrees.us service may now or in the future permit the submission and posting or linking of media, commentary or any other content submitted by you and other users ("user submissions"), and the hosting, sharing, and/or publishing of such user submissions. user submissions are displayed for entertainment and informational purposes only and are not controlled by 5Degrees.us. 5Degrees.us makes no representations that it will publish or use your user submissions in any way and may or may not use your user submissions in its sole discretion. You understand that whether or not such user submissions are published, 5Degrees.us does not guarantee any confidentiality with respect to any user submissions.
7.2 Grant of Rights. You shall retain all of your ownership rights in your user submissions. However, by submitting user submissions to 5Degrees.us, you hereby grant 5Degrees.us and its affiliates a non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sub licensable, and transferable license, throughout the universe, to use, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit your user submissions in connection with the 5Degrees.us service and 5Degrees.us's (and its successor's) business, including, without limitation, for promoting and redistributing part or all of the 5Degrees.us service (and derivative works thereof) in any media formats and through any media channels now known or hereafter discovered. You hereby grant 5Degrees.us and its affiliates and sub licensees the right to use the name that you submit in connection with such User Submission if they choose to do so. You hereby irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your user submissions. You also hereby grant to each user of the 5Degrees.us service a non-exclusive license to access your user submissions through the 5Degrees.us service, and to use, reproduce, distribute, prepare derivative works of, display, and perform such user submissions as permitted by the functionality of the 5Degrees.us service and these Terms.
7.3 User Submissions Representations and Warranties. You shall be solely responsible for your own user submissions and the consequences of posting or publishing them. In connection with user submissions, you affirm, represent, and/or warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize 5Degrees.us to use all patent, trademark, copyright, or other proprietary rights in and to any and all user submissions to enable inclusion and use of user submissions in the manner contemplated by 5Degrees.us and these Terms, and to grant the rights and license set forth above, and (ii) your user submissions, 5Degrees.us's use of such user submissions pursuant to these Terms, and 5Degrees.us's exercise of the license rights set forth above, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (c) violate any applicable law or regulation.
7.4 User Submissions Prohibited Uses. In connection with your user submissions, you further agree that you will not: (i) publish falsehoods or misrepresentations that could damage 5Degrees.us or any third party; (ii) submit material that is unlawful, defamatory, libelous, slanderous, threatening, pornographic, obscene, vulgar, harassing, harmful, hateful, abusive, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or any right of privacy or publicity, or is otherwise inappropriate; (iii) post advertisements or solicitations of business; (iv) impersonate another person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; or (v) post user submissions that would be harmful to minors in any manner.
8. Content Disclaimer
You understand that when using the 5Degrees.us service, you will be exposed to user submissions and other content (such user submissions and other content, collectively, "Content") from a variety of sources, and that 5Degrees.us is not responsible for the accuracy, integrity, quality, legality, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against 5Degrees.us with respect thereto. 5Degrees.us does not endorse any User Submission or other Content or any opinion, recommendation, or advice expressed therein. Under no circumstances will 5Degrees.us be liable in any way for or in connection with any user submissions or other Content, including, but not limited to, for any inaccuracies, errors or omissions in any Content, any intellectual property infringement with regard to any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, electronic mailed or otherwise displayed or transmitted through the 5Degrees.us service.
9. Monitoring Users and Content
You understand that all Content is the sole responsibility of the person from whom such Content originated. This means that you, and not 5Degrees.us, are entirely responsible for all user submissions that you upload, post, e-mail, transmit or otherwise make available through the 5Degrees.us service. 5Degrees.us does not control the Content posted by Users or otherwise made available by other persons and does not have any obligation to monitor such Content for any purpose. If at any time, 5Degrees.us chooses, in its sole discretion, to monitor Content, 5Degrees.us nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content. You acknowledge that 5Degrees.us may or may not pre-screen user submissions, but that 5Degrees.us and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any User Submission that is available via the 5Degrees.us service. Without limiting the foregoing, 5Degrees.us and its designees may, at any time and without prior notice, remove any User Submission that in the sole judgment of 5Degrees.us violates these Terms or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with the use of any user submissions or other Content, including any reliance on the accuracy, completeness, usefulness or legality of such User Submission or other Content.
10. Removal of Content
5Degrees.us and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available on the 5Degrees.us service, in whole or in part, at any time for any reason or no reason, with or without notice and with no liability of any kind.
11. Prohibited Uses
11.1 As a condition of your use of the 5Degrees.us service, you will not use the 5Degrees.us service for any purpose that is unlawful or prohibited by these Terms. Access to the 5Degrees.us Materials and the 5Degrees.us service from territories where their access or use thereof is illegal is strictly prohibited. 5Degrees.us Users are responsible for complying with all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, the Internet, technology, data, electronic mail, or privacy.
11.2 Any use by you of any of the 5Degrees.us Materials and 5Degrees.us service other than for private, non-commercial use is strictly prohibited. You agree not to reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any portion of the 5Degrees.us service, use of the 5Degrees.us service, access to the 5Degrees.us service, or Content obtained through the 5Degrees.us service, for any purpose other than for your personal, private, non-commercial purposes.
11.3 You agree not to defame, harass, abuse, threaten, stalk or defraud Users of the 5Degrees.us service, or collect, or attempt to collect, personal information about Users or third parties without their consent.
11.4 You agree not to intentionally interfere with or damage, impair or disable the operation of the 5Degrees.us service or any User's enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, spyware, adware or other malicious code.
11.5 You agree not to remove, circumvent, disable, damage or otherwise interfere with any security-related features of the 5Degrees.us service, features that prevent or restrict the use or copying of any content accessible through the 5Degrees.us service, or features that enforce limitations on the use of the 5Degrees.us service.
11.6 You agree not to attempt to gain unauthorized access to the 5Degrees.us service, or any part of it, other accounts, computer systems or networks 5Degrees.us to the 5Degrees.us service, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the 5Degrees.us service or any activities conducted on the 5Degrees.us service.
11.7 You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available through the 5Degrees.us service. You agree neither to modify the 5Degrees.us service in any manner or form, nor to use modified versions of the 5Degrees.us service, including, without limitation, for the purpose of obtaining unauthorized access to the 5Degrees.us service.
11.8 You agree that you will not use any robot, spider, scraper, or other automated means to access the 5Degrees.us service for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the 5Degrees.us service.
11.9 You agree not to utilize framing techniques to enclose any trademark, logo, or other 5Degrees.us Materials without our express written consent. You agree not to use any meta tags or any other "hidden text" utilizing 5Degrees.us's name or trademarks without our express written consent.
11.10 You agree not to deep-link to the 5Degrees.us service and will promptly remove any links that 5Degrees.us finds objectionable in its sole discretion. You agree not to use any 5Degrees.us logos, graphics, or trademarks as part of the link without our express written consent.
11.11 You agree not to make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the 5Degrees.us service. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.
11.12 You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the 5Degrees.us service or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
11.13 You agree not to modify, adapt, translate or create derivative works based upon the 5Degrees.us service or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
12. Account Information
In order to access some features of the 5Degrees.us service, you will have to create an account. You agree that the information you provide to 5Degrees.us upon registration and, at all other times, will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. You acknowledge, consent and agree that 5Degrees.us may access, preserve and disclose your account information and User Submission if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms; (c) respond to a claim that any user submission violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of 5Degrees.us, its users and the public.
When you register you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your account ID or password), you will immediately notify 5Degrees.us. You may be liable for the losses incurred by 5Degrees.us or others due to any unauthorized use of your account.
14. Dealings with Advertisers
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the 5Degrees.us service are solely between you and such advertiser. YOU AGREE THAT 5DEGREES.US WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE 5Degrees.us SERVICE.
15. Links and Third Party Content
5Degrees.us or third parties may provide links on the 5Degrees.us service to other sites or content ("Reference Sites"). 5Degrees.us has no control over such Reference Sites or content, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability or reliability of Reference Sites or content linked to by the 5Degrees.us service. 5Degrees.us provides links to you only as a convenience, and the inclusion of any link on the 5Degrees.us service does not imply our affiliation, endorsement, or adoption of the linked site or any information therein. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON REFERENCE SITES OR AVAILABLE THROUGH REFERENCE SITES, IS SOLELY AT YOUR OWN RISK. When you leave the 5Degrees.us service, our terms and policies no longer govern. You should review applicable terms and policies, including the privacy and data gathering practices, of any Reference Sites.
16. Availability of Service
5Degrees.us may make changes to or discontinue any of the media, web communities, products, or services available within the 5Degrees.us service at any time, and without notice. The media, products, or services on the 5Degrees.us service may be out of date, and 5Degrees.us makes no commitment to update these materials on the 5Degrees.us service.
17.1 You agree that 5Degrees, Inc., in its sole discretion and for any or no reason, may terminate any User or customer account (or any part thereof) you may have at the 5Degrees.us service or your use of the 5Degrees.us service, and remove and discard all or any part of your account or any User Submission, at any time, with or without notice. 5Degrees.us may also in its sole discretion and at any time discontinue providing access to the 5Degrees.us service, or any part thereof, with or without notice. You agree that any termination of your access to the 5Degrees.us service or any account you may have or portion thereof may be effected without prior notice, and you agree that 5Degrees.us shall not be liable to you or any third-party for any such termination. 5Degrees.us does not permit infringing activities on the 5Degrees.us service, and reserves the right to terminate access to the 5Degrees.us service, and remove all content submitted, by any persons who are found to be infringers. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies 5Degrees.us may have at law or in equity.
17.2 User. If you are dissatisfied with the 5Degrees.us service, please let us know by electronic mailing us at info@5Degrees.us . Your input is valuable to us. Your only other remedy with respect to any dissatisfaction with (i) the 5Degrees.us service, (ii) any term of these Terms, (iii) any policy or practice of 5Degrees.us in operating the 5Degrees.us service, or (iv) any content or information transmitted through the 5Degrees.us service, is to terminate these Terms and your account. You may terminate these Terms at any time by closing your account, discontinuing your use of any and all parts of the 5Degrees.us service, and providing 5Degrees.us notice of termination by electronic mail us at info@5Degrees.us .
18. Indemnification; Hold Harmless
You agree to indemnify and hold harmless 5Degrees.us, and its parent, subsidiaries, affiliates or any related companies (including those which share substantially common ownership), its suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of any of them from any and all claims, losses, obligations, damages, liabilities, costs or debt and expenses (including attorney's fees) arising out of: (1) your use or misuse of the 5Degrees.us service; (2) your user submissions, including 5Degrees.us's use, display or other exercise of its license rights granted herein with respect to your user submissions; (3) your violation of these Terms; (4) your violation of the rights of any other person or entity, including claims that any User Submission infringes or violates any third party intellectual property rights; and (5) your breach of the foregoing representations, warranties, and covenants. 5Degrees.us reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of 5Degrees.us. 5Degrees.us will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
19. Disclaimers; No Warranties
19.1 No warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, 5DEGREES.US, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM5DEGREES.US OR THROUGH THE 5DEGREES.US SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 21, THE TERM 5DEGREES.US INCLUDES 5DEGREES.US'S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUPPLIERS, LICENSORS, AFFILIATES AND SUBCONTRACTORS.
19.2 "As is" and "As available" and "With All Faults." YOU EXPRESSLY AGREE THAT THE USE OF THE 5DEGREES.US SERVICE IS AT YOUR SOLE RISK. THE 5DEGREES.USSERVICE, USER SUBMISSIONS AND ANY THIRD-PARTY MEDIA, CONTENT, SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE 5DEGREES.US SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
19.3 Platform Operation and Content. 5DEGREES.US, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE 5DEGREES.US MATERIALS, USER SUBMISSIONS, 5DEGREES.US SERVICE, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE 5DEGREES.US SERVICE OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
19.4 Accuracy. 5DEGREES.US, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE 5DEGREES.US SERVICE OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
19.5 Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE 5DEGREES.US SERVICE (INCLUDING RSS FEEDS) OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
20. Limitation of Liability and Damages
20.1 Limitation of Liability. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL 5DEGREES.US OR ITS AFFILIATES, CONTRACTORS, DIRECTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE 5DEGREES.US MATERIALS AND USER SUBMISSIONS ON THE 5DEGREES.USSERVICE OR ANY REFERENCE SITES, THE 5DEGREES.US SERVICE ITSELF, OR ANY OTHER INTERACTIONS WITH 5DEGREES.US, EVEN IF 5DEGREES.US OR A5DEGREES.US AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, 5Degrees.us'S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
20.2 Limitation of Damages. IN NO EVENT SHALL 5DEGREES.US OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE5DEGREES.US SERVICE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE GREATER OF THE AMOUNT OF (A) ONE HUNDRED DOLLARS OR (B) THE AMOUNT OF FEES YOU HAVE PAID 5DEGREES.US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY.
20.3 Reference Sites. THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN 5DEGREES.US AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE 5DEGREES.USSERVICE OR RECEIVED BY YOU THROUGH ANY REFERENCE SITES.
21. Limitations by Applicable Law; Basis of the Bargain
21.1 Limitations by Applicable Law. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN
DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.
21.2 Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT 5DEGREES.US HAS OFFERED ITS PRODUCTS AND SERVICES, SET IT PRICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND 5DEGREES.US, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND 5DEGREES.US. YOU ACKNOWLEDGE AND AGREE THAT 5DEGREES.US WOULD NOT BE ABLE TO PROVIDE THE 5DEGREES.US SERVICE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
22. United States Export Controls
You agree to comply with all export laws and restrictions and regulations of the United States Department of Commerce or other United States or other sovereign agency or authority, and not to export, or allow the export or re-export of any technical data or any direct product thereof in violation of any such restrictions, laws or regulations, or unless and until all required licenses and authorizations are obtained with respect to the countries specified in the applicable United States Export Administration Regulations (or any successor supplement or regulations). The transfer of certain technical data and commodities may require a license from an agency of the United States government and/or written assurances by you that you will not export such technical data or commodities to certain foreign countries without prior approval of such agency. Your rights under these Terms are contingent on your compliance with this provision.
23.1 Notice. 5Degrees.us may provide you with notices, including those regarding changes to 5Degrees.us's terms and conditions, by electronic mail, regular mail or postings on the 5Degrees.us service. Notice will be deemed given twenty-four hours after electronic mail is sent, unless 5Degrees.us is notified that the electronic mail address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the 5Degrees.us service. In such case, notice will be deemed given three days after the date of mailing.
23.2 Dispute Resolution. If a dispute arises between you and 5Degrees.us, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and 5Degrees.us agree that we will resolve any claim or controversy at law or equity that arises out of these Terms or the 5Degrees.us services (a "Claim") in accordance with one of the subsections below or as 5Degrees.us and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
(a) Choice of Law; Forum. These Terms shall be governed in all respects by the laws of the State of Illinois as they apply to agreements entered into and to be performed entirely within Illinois between Illinois residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against 5Degrees.us must be resolved by a court located in Cook County, Illinois, except as otherwise agreed by you and 5Degrees.us or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Cook County, Illinois for the purpose of litigating all such claims or disputes.
(b) Arbitration Option. For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(c) Improperly Filed Claims. All claims you bring against 5Degrees.us must be resolved in accordance with this Section 23.2 (Dispute Resolution). All claims filed or brought contrary to this Section 23.2 (Dispute Resolution) shall be considered improperly filed. Should you file a claim contrary to this Section 23.2 (Dispute Resolution), 5Degrees.us may recover attorneys' fees and costs up to $1,000, provided that 5Degrees.us has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
23.3 Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of 5Degrees.us to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
23.4 Sever ability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
23.5 Assignment. The Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by 5Degrees.us without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
23.6 No Agency. You agree that no joint venture, partnership, employment, or agency relationship exists between you and 5Degrees.us as a result of these Terms or use of the 5Degrees.us service. You further acknowledge that by submitting user submissions or other Content, no confidential, fiduciary, contractually implied or other relationship is created between you and 5Degrees.us other than pursuant to these Terms.
23.7 Survival. The Sections entitled "Ownership; Proprietary Rights", "Your Audio Content", "user submissions", "Disclaimers; No Warranties", "Indemnification; Hold Harmless", "Limitation of Liability and Damages", and "Miscellaneous" will survive any termination of these Terms.
23.8 Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
23.9 Entire Agreement. This is the entire agreement between you and 5Degrees.us relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. These Terms shall not be modified except in writing, signed by both parties, or by a change to these Terms or Guidelines made by 5Degrees.us as set forth in Section 4 above.
23.10 Disclosures. The services hereunder are offered by 5Degrees.us, located at 321 N Clark, Ste 2550, Chicago, IL 60654, electronic mail: info@5Degrees.us . If you are an Illinois resident, you may have this same information electronic mailed to you by sending a letter to the foregoing address with your electronic mail address and a request for this information.
Last modified on March 21, 2012.