TERMS OF SERVICE
THESE TERMS OF SERVICE CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAVER THAT IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES.
Welcome to i5 Services’ (“i5 Services”, “We”, “we”, “Us”, “us”, “Our”, “our”) website (i5services.com, “Site”).
Please read these Terms of Service carefully because all users (each, a “User”, “user”, “You”, “you”, “Your”, “your”) of the website (“Site”) are subject to these terms.
The Site is available for use by you, conditioned upon your acceptance of all of the Terms of Service stated herein. Before using or continuing to accessing the Site, you are acknowledging that you have read, agree, and understand these Terms of Service. If you do not understand and agree to be bound to the Terms of Service, you must immediately exit from the Site. By accessing our Site and what we offer in any capacity you acknowledge, accept, and agree to be bound these Terms of Service set forth herein.
2. RESTRICTED USE AND ACCESS:
a. Some parts of the Site may be restricted to certain users. If you have permission to access restricted parts of the site, you are prohibited from sharing your access information and passwords with third parties. We may change restricted parts of the Site from time to time, such as for service updates. If you do not have access to restricted parts of the Site, you are prohibited from using another user’s account to gain access or otherwise attempt to gain improper access to the restricted parts of the Site.
3. YOUR USE OF THE SITE IS SUBJECT TO A LIMITED LICENSE
a. i5 Services grants to you a limited, revocable, non-transferable license to use the Site, as further limited herein.
4. ACCOUNT ACCESS, REPRESENTATIONS, CONDUCT AND COMMITMENTS
a. All the information you provide in or through the Site now and in the future must be accurate, true, current, and complete. Furthermore, you must make sure to maintain and update this information so it will continue to be accurate, current, and complete.
b. You may not use the account or account access of any other user for any reason.
c. You may not interfere with, disrupt, or attempt to interfere with any of i5 Services’ systems, services, servers, networks or infrastructure, or any of the Site services, functionality, software, servers, networks or infrastructure, including without limitation obtaining unauthorized access to the aforementioned.
d. You may not attempt to divert traffic from the Site by use of a confusingly similar domain name.
e. You may not modify the Site such as by changing code or content.
f. You may not use or attempt to use the Site outside of our intended use, whether alone, or in conjunction with other software or hardware, in any unlawful manner or a manner harmful to i5 Services.
g. i5 Services, in our sole discretion, can decide which content you may download, copy, and or share from the Site.
h. If you copy or reproduce information on this Site without written permission from i5 Services, i5 Services reserves the right, at its sole discretion, to terminate your access to the Site and/or to the products or services provided through this Site.
We do not knowingly collect personal information or data from visitors under the legal age required for entering in a legal contract. You may not use this Site if you are under the minimum, legal, adult age in the state or providence of residence you reside. If you make use of the Site, you are affirming that you are at least 18 years old or the legal age of majority in your state of residence (whichever is greater).
6. ACCEPTABLE USE POLICY
By using the Site, you agree to use the Site in compliance with these Terms of Service and all applicable rules and regulations, including the local, state, national, and international laws that apply to your jurisdiction. It may be illegal for certain persons to use the Site in some countries. i5 Services makes no claim that the Site will be legal or accessible outside the USA or in certain states. Subject to these Terms of Service you may view and access our content and services as made available to you on the Site only for your own personal, non-commercial use unless i5 Services has a written agreement with you otherwise. If your use of this Site and the services results in you sending electronic interstate transmissions through our computer network, such transmissions may include, but are not limited to, any searches, file uploads, posts, or emails.
You may not use the Site in a manner that causes, or may cause, damage to the Site or in any way impairs other user’s ability to access or use the Site and services. You may not use or attempt to use the Site and contents to commit any harmful or unlawful act or attempt such acts on or through the Site or in conjunction with any other software, platform, or hardware or including, but not limited to, refraining from:
a. HARMFUL OR PROHIBITED ACTS. Any dishonest or unethical business practice; violation of the law; violate any applicable local, state, national, or international law, statute, regulation or ethical code in relation to your use of the Site and your relationship with the Analysts and us is prohibited, such as:
• Any infliction of harm to i5 Services’ reputation;
• Hacking and other digital or physical attacks on the Site; scraping, crawling, downloading, screen-grabbing, data mining, data extraction, data harvesting, article “spinning” or otherwise copying content on the Site and/or transmitting it in any way we haven’t specifically permitted; introducing, transmitting, or storing, uploading, publish, use, host, anything consisting of or linked to any computer virus, spyware, rootkit, worm, keystroke logger or any other malicious code or software that may destroy, damage, alter a computer; interfering with the security or operation of the Site; framing or mirroring the Site; creating, benchmarking, or gathering intelligence for a competitive offering; infringing another party’s intellectual property rights, including failing to obtain permission to upload/transfer/display works of authorship; intercepting or expropriating data; and the violation of the rights of i5 Services or any third party;
• Editing, modifying, transmitting, or participate in the transfer or sale, or creation of derivative works from the contents of the Site, or reverse engineering, or reverse compiling any information, content, systems, or circumvent any software, product, or service feature of the Sites, or that is marketed through the Site;
• Conducting any systematic or automated data collection on or related to the Site or its users without their express written consent, including without limitation, data mining, data extraction, scraping, data harvesting, “framing,” or article “spinning”;
• Unauthorized access of any kind to the Site, or to any software, product, or service offered through the Site via any means including backdoor, code injections, or other means;
• Republishing (including on another website), duplication, copying, redistributing, selling, leasing, transferring, hosting, renting, or licensing any part of the Site or otherwise commercially exploiting content, whether in whole or in part, on the Site.
• Using the Site to collect, harvest, or compile information or data regarding other users of the site without their consent;
• Accessing the Site in order to create a similar or competitive business, product, service, or website;
• Using software or automated agents or scripts to generate automated searches, requests, or queries on the Site or to mine data from the Site, provided, however, that operations of public search indices, but not caches or archives of such materials, accordingly to the parameters in our robots.text files;
• Interfering with, disrupting, or overburdening servers or network connected to the Site;
• Gaining or attempting to gain unauthorized access by any means to any part of the site or to computers or networks connected to the Site; and
• Harassing, staking, harming, or otherwise interfering with or negatively affecting another user’s normal use and enjoyment of the Site.
b. “SPAMMING” AND UNSOLICITED COMMUNICATIONS PROHIBITED. We have zero tolerance for spam and unsolicited communications, commercial or otherwise, or conducting marketing activities, including using the Site to send spam, pyramid schemes, or chain letters. Any communications sent or authorized by you reasonably deemed by i5 Services, in its sole discretion, to be “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third party blogs) will be deemed a material threat to i5 Services’ reputation and to the rights of third parties and is prohibited. It is your obligation, exclusively, to ensure that all personal and or business communications comply with state and local anti-spamming or analogous laws.
c. OFFENSIVE COMMUNICATIONS PROHIBITED. Collecting, transmitting, distributing, uploading, or displaying and content or otherwise using the Site in a manner that (i) violates the rights of any third party, including any intellectual property rights or rights to privacy, (ii) is unlawful, tortious, threatening, vulgar, defamatory or libelous, pornographic, obscene, patently offensive, racist, or promotes physical harm or injury, (iii) cause or may cause harm to minors in any way, or (iv) impersonates anther individual or organization or otherwise misrepresents affiliation with another person or entity without permission or solicitous of unlawful behavior is prohibited. Any communication sent, posted, or authorized by you, including without limitation postings on any website operated by you, or social media or blog that implements any of the above behaviors listed is prohibited.
d. NON-DISCLOSURE OF SENSITIVE INFORMATION. You will not import, or incorporate into, any contact lists or other content you upload to any website, software, or other electronic service hosted, provided by or connected to i5 Services, any of the following information: social security numbers, national insurance numbers, credit card data, passwords, security credentials, bank account numbers, or sensitive personal, medical records or financial information of any kind. You also may not attempt to gain unauthorized access of any kind to the Site, or to any software, product, or service offered through the site via any means including hacking, password guessing, backdoors, code injection, or any other means.
e. ILLEGAL BUSINESS ACTIVITY PROHIBITED. Any promotion of illegal business activity, including without limitation multi-level marketing (except in compliance with the FTC’s Business Guidance Concerning Multi-Level Marketing, see https://www.consumer.ftc.gov/search/site/multi-level-marketing, promoting the sale or use of illegal drugs (including but not limited to Marijuana-derived CBD Oil in locations where the law disallows); or infringing or promoting the infringement of the intellectual property rights of another or i5 Services.
If we believe that you’ve engaged in any of these activities, we may take a number of actions to protect i5 Services, its customers, and others at any time in our sole discretion.
Any violation of the above activities may result in i5 Services terminating your license to use this Site,
7. PRIVACY AND YOUR PERSONAL INFORMATION
a. At times i5 Services may need to send you communication related to the Site or services. Such communications are considered part of the services, and you will not be able to opt out of receiving them without risk of compromising the service(s) you ordered.
b. i5 Services reserves the right to access and disclose the information you submit to the Site if required to do so by law or if we have a reasonable, good-faith belief that doing so is necessary for (i) responding to your requests for service; (ii) addressing fraud, security, or technical issues, (iii) protecting the rights, property, and safety of i5 Services and its users, and the public; (iv) responding to legal claims and processes, or (v) enforcing these Terms of Service, including investigating potential violations.
d. Portions of the Site are publicly available and if you post on a public site or via social media your post (including any personal information therein) may be publicly accessible via search engines and other means on the public internet. i5 Services assumes no responsibility for information that you make public, and we will not be liable for any harm or damages that may arise from disclosures of your personal identifying information made by you or others not in our control. You should be careful and avoid posting information you do not wish to disclose on a public site, via social media or providing access to others. If you post via social media, we do not have control over the content of your post.
8. MODIFYING THE SITE OR SERVICES
a. i5 Services reserves the right to modify, add to, suspend, or terminate all or part of the Site or services at any time with or without providing prior notice to you. If we suspend or end a service, we reserve the right to reinstate it in the future and retain all rights to that service. This includes the right to create limits on user’s use concerning what we offer. i5 Services is not liable for using or enforcing the rights stated in this paragraph, unless i5 Services has agreed otherwise in a written agreement signed by all affected parties.
a. The Site and all its contents are copyrighted material under US and international copyright laws, trademark, and other intellectual property laws.
b. Unless otherwise stated, i5 Services and its permitted licensors own all intellectual property rights in the Site and its contents. These rights include, but are not limited to, ownership of all text, graphics, video, video scripts, music, artwork, sounds and sound tracks, visual components, photographs, and computer code, as well as branding, logos, and such, copyrighted material, trademarks, including but not limited to the website, individual design elements, selection, layout, coordination, structure, expression, and sequencing, user interfaces, “look and feel,” design elements, taglines, metatags, hashtags, photographic images, testimonials, personal stories, icons, service documents, software, proprietary information, i5 Services’ forms and documents, downloads, and arrangement on the Site, or in the software, products, or services, methods and approach, compilation of any of the foregoing items. Except for the limited rights granted by these Terms of Service, neither these Terms of Service nor your use or access to the site give you or any third party any intellectual property rights. We reserve all rights not explicitly granted by these Terms of Service, and there is no grant of any implied licenses. i5 Services’ content is protected by US and international copyright, trademark, trade dress, and various other applicable intellectual property rights, including unfair competition laws.
c. You are prohibited from removing, replacing, or obscuring any copyright, trademark, service mark or other indicia of source or ownership, nor any notices or legends used in connection with any content provided on the sites or software, products, or services offered through the Site, nor with respect to anything that you may post or upload to the Site (if uploading is permitted) or via any software or service. Any effort to remove, replace, or obscure such marks is a violation of our Terms of Service. i5 Services reserves the right, in its sole discretion, to remove any materials you have uploaded without notice to you.
d. The prohibition on removing copyright and similar notices applies to any downloadable files that may be provided on the Site, even where we give you permission to share those files with others. You must share the file as we provide it and not remove our marks, notices, or legends. Third party content, if any, provided by users may be copyrighted by such third parties and its use on the Site is with permission, and is believed to be a fair use within the meaning of 17 USC §107.
e. You do not acquire any ownership rights in the Site, or any Site software, materials, and content and may not copy code, create knockoffs, reverse engineer, copy or use algorithms, or any of these in whole or in part having to do with the Site. Except as otherwise expressly permitted under copyright law, you may not copy, redistribute, publish, display, or commercially exploit any material from the Site. In the event of any permitted downloading (e.g., from the Site of specified information to an authorized user’s personal computer), no changes in or deletion of author attribution, trademark, form content, legend or copyright notice shall be made.
f. Nothing herein gives you the right to use, copy, register as a domain name, reproduce, or otherwise display any logo, tagline, trademark, trade name, service name, copyrighted material, patent, trade dress, trade secret, or confidential information owned by i5 Services unless specified in writing. i5 Services will respect the intellectual property of others, and we ask that you do the same.
g. i5 Services’ services and any essential software and service platform shall contain proprietary and confidential material that is protected by applicable intellectual property rights and other laws. Furthermore, content which may be contained in any advertisements or information presented by and through services or by advertisers is protected by copyrights, trademarks, and other proprietary rights and laws. Except for that which is expressly permitted by applicable law or as authorized by i5 Services or such applicable licensor, you are prohibited from altering, modifying, leasing, renting, loaning, selling, distributing, transiting, broadcasting, publicly performing and/or creating any plagiaristic works, creating knock offs, transferring, or using code or algorithms in whole or in part, which are based on i5 Services’ services (e.g., content or software), in whole or part.
10. CONFIDENTIAL INFORMATION
a. “Confidential Information” means any information or material, that (i) is of value to i5 Services and is not generally known to third parties, or (ii) that i5 Services obtains from any third party that i5 Services treats as proprietary whether or not owned by i5 Services, or (iii) which is marked as confidential, proprietary or using a similar term or phrase.
b. You may not share, copy, transfer, reverse engine, substitute, or remove in part or in whole any Confidential Information unless expressly authorized by i5 Services in writing.
c. Confidential Information shall not include information that you can show is: (1) known by you at the time of receipt from i5 Services and not subject to any other nondisclosure agreement between the us; (2) now, or which hereafter becomes, generally known to the public through no fault of you; (3) otherwise lawfully and independently developed by you without reference to Confidential Information; or (4) lawfully acquired by you from a third party without any obligation of confidentiality.
a. All i5 Services’ trademarks and service marks referenced herein are marks (“Mark” or “Marks”) of i5 Services. i5 Services’ Marks (whether or not registered) may not be used for any reason(s) without written permission from i5 Services, regardless of purpose or intent. You are prohibited from registering, operating, or leasing any domain with a confusingly similar name to any such Mark(s) without permission from i5 Services. Any other trademarks or service marks used or mentioned herein, whether or not registered, are the property of their respective owners. Permission for the use of any third-party mark should be obtained from the owner.
b. For purposes herein, discussion or commentary that may involve federally registered trademark names, or names protected under the common law is believed to be normative use that is permissible and not subject to restriction.
12. FEEDBACK SUGGESTIONS
a. i5 Services is always looking to improve our software, products, and services. We welcome your ideas, suggestions, and comments for improvements, new products and services. i5 Services accepts unsolicited ideas, and feedback solely on an unrestricted basis, meaning we are not limited in how we utilize, implement, or bring to the public the ideas, suggestions, or feedback. Our acceptance of your voluntarily submitted ideas, suggestions, or feedback is not an acknowledgement or admission that anything in the idea, suggestion or feedback is original to you. Unless we have agreed otherwise in writing prior to your submission you understand that we own all rights to any improvement(s) or new product(s) we make, whether or not they incorporate or appear to incorporate (in whole or in part) any idea, feedback, or suggestion you have provided. You agree to relinquish and/or assign any right, title, or interest in such suggestion that you might otherwise retain at no additional cost to i5 Services. You agree that our review and consideration of your idea, feedback, or suggestion and/or our implementation or development thereof (in whole or in part) as well as your access or continued access to the Site, software, product, or service, are adequate compensation for your assignment thereof. Do not submit any ideas, suggestions, or comments unless you understand and accept the foregoing.
13. THIRD PARTY SOFTWARE
a. The Terms of Service are solely between you and i5 Services, and not 3rd parties and their software such as webinar software, personal computer software, or other software not owned by i5 Services (“3rd party.software”). i5 Services has no responsibility for the 3rd party software you may use on personal computers you own or have access to. Your use of 3rd party software products must comply with the usage rules and other terms and conditions of those companies of which i5 Services does not have ownership or provide service support for. To the maximum extent permitted by applicable law, i5 Services has no warranty obligation whatsoever with respect to the 3rd party software or hardware, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of 3rd party software or hardware to conform to any warranty will be solely governed by those 3rd parties and not i5 Services.
14. USER -DRIVEN MARKETPLACES
a. i5 Services cannot control the quality, content, nature, applicability, or reliability of services not offered by i5 Services. If you choose to purchase, register, download or engage with any services purchased with a third party, you should be aware that we do not and cannot guarantee that the information or material provided is accurate, current, or available. You understand that we assume no responsibility or liability for any content of third parties, and we are not responsible whatsoever for any actions you take with a third party, including any purchase arrangement.
15. THIRD PARTY SITES
a. The Site may contain links and advertisements to third-party websites and services (collectively, “Third-Party Resources”). You agree and acknowledge that Third-Party Resources are not under the control of i5 Services and we are not responsible for the content, products, or services they provide, including without limitation any link contained in a linked website, or any changes or updates to the linked website. We provide access to Third-Party Resources only as a convenience to you and do not endorse, warrant, or make any representations regarding Third-Party Resources.
16. U.S. TRADE RESTRICTIONS, EXPORT CONTROL LAWS
a. If (i) you are located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a ‘terrorist supporting’ country; or (ii) you are listed on any U.S. government list of prohibited or restricted parties, your use of this Site and services are strictly prohibited.
b. Due to the global nature of the internet, you understand and agree that it is your responsibility to ensure that your use of the Site complies with all local, state, federal, international, and other laws that may apply to you. In addition, US import and export control laws and the import regulations of other countries may apply to the use of the Site. You agree not to export, upload, post, or transfer, directly or indirectly, any software, technical data, or technology acquired through us, the Site, or the services in violation of such export or import laws, including but not limited to, US export Administration Regulations (EAR) and various US sanctions programs.
17. MESSAGING SOFTWARE
a. If you use any i5 Services-provided messaging software, existing or which may in the future be created, you must comply with all applicable laws with respect to sending messages, including without limitation the federal Telephone Consumer Protection Act. I5 SERVICES DOES NOT WARRANT THAT ANY I5 SERVICES MESSAGING SOFTWARE WILL BE COMPATIBLE WITH ANY THIRD-PARTY SOFTWARE. YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR YOUR USE OF ANY AND ALL MESSAGING SOFTWARE AND/OR HARDWARE.
a. TO THE MAXIMUM EXTENT PERMITED BY APPLICABLE LAW, THE SITE AND ALL CONTENT AND SERVICES ARE PROVIDED ON AN “AS IS”AND “AS AVAILABLE” BASIS, AND WE, OUR SUBSIDIARES, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, PARTNERS, SUPPLIERS, AGENTS, AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONTITION OF ANY KIND, WHETHER EXPRESS, IMPLED, OR STATUTORY, INCLUDING ALL WARTANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUCCESSFULNESS OF SERVICES, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.
b. THE ABOVE PARAGRAPH INCLUDES, WITHOUT LIMITATION TO THE FOREGOING, NO WARRANTY THAT THE SITE, ITS CONTENTS, OR THE SERVICES WILL BE CONSTANTLY AVAILABLE OR AVAILABLE AT ALL, UNINTERUPPTED, USEFUL, TIMELY, RELIABLE, COMPLETE, ERROR-FREE, FREE OF OMISSIONS, SECURE, FREE OF VIRUSES OR OTHER HARMFUL CODE, LEGAL, OR SAFE. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
c. YOUR USE OF THIS SITE AND THE SERVICES IS AT YOUR SOLE RISK AND WE ASSUME NO RESPONSIBILITY FOR HARM TO YOUR COMPUTER SYTEM, LOSS OF DATA, THE DELETION OF INFORMATION YOU TRANSMIT ON THE SITE, OR THE DELETION OR FAILURE TO STORE OR TRANSMIT USER CONTENT OR PERSONALIZATION SETTING THAT MAY RESULT FROM YOUR ACCESS TO OR USE OF THE SITE AND SERVICES. FROM TIME TO TIME WE MAY SUSPEND AND OR DENY ACCESS TO THE SITE FOR UPDATES, MAINTAINANCE (SCHEUDLUED OR UNSCHEDULED), ENHANCEMENTS, IMPROVEMENTS, OR CORRECTIONS, OR TO MAINTAIN OR IMPROVE SECURITY.
d. YOU HEREBY WAVE ANY AND ALL CLAIMS AND CAUSES OF ACTION THAT RESULT FROM DAMAGE TO YOUR COMPUTER OR INTERNET ACCESS.
e. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO THREE (3) DAYS FROM THE DATE OF YOUR FIRST USE.
f. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLED WARRANTIES, SO THE ABOVE EXFLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. NOTHING IN THIS SECTION IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED.
19. DISCLAIMERS OF OTHER WARRANTIES
a. i5 Services’ affiliates or their officers, principals, representatives, agents, employees, or consultants do not guarantee or warrant outcomes. i5 Services is not responsible for and shall have no liability for any success or failure, acts and/or omissions, the appropriateness of your decisions, or the use of or reliance on information on the Site.
b. Your use of the Site is subject to your acceptance of any liability that may result as an outcome of the actions you take or fail to take based on the content provided herein.
20. YOUR REPRESENTATIONS AND WARRANTIES
a. You hereby represent and warrant: (1) that you are at least eighteen (18) years of age, or the legal age of majority in your jurisdiction, whichever is greater and (2) you have read these Terms of Service and thoroughly understand, and have the have health capacity to enter into and agree to the terms contained in these Terms of Service. You further represent that i5 Services has the right to rely upon all information provided to i5 Services by you, and i5 Services may contact you by email, telephone, or postal mail for any purpose, including but not limited to (i) follow-up calls, (ii) satisfaction surveys, and (iii) inquiries about any orders you placed, or considered placing, on or through the Site.
21. LIMITATIONS OF LIABILITIES
a. YOU HEREBY RELEASE I5 SERVICES FROM ANY AND ALL CAUSES OF ACTION AND CLAIMS OF ANY NATURE RESULTING FROM I5 SERVICES’ SERVICES, OFFICERS, EMPLOYEES, AND AFFILIATES, INCLUDING (WITHOUT LIMITATION) ANY ACT, OMISSION, OPINION, ANY OTHER DAMAGES, FEES, COSTS OR CLAIMS, RESPONSE, ADVICE, SUGGESTION, CONTENT OR INFORMATION, PRIVACY STATEMENT, THE SERVICES OR PRODUCTS, OR A THIRD PARTY’S USE OF OR ATTEMPTED USE OF THE SITE, OR OTHER MATTERS RELATED TO THE SITE AND ANY AGREEMENT(S) EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW. SUCH RELEASE IS REGARDLESS OF WHETHER I5 SERVICES HAS HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, FEES, COSTS, OR CLAIMS. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR OTHER INTANGIBLE LOSSES, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES.
b. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT MAY OUR AGGREGATE LIABILITY EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT PAID BY YOU TO I5 SERVICES RELATED TO THE CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR AFFILIATES, PARTNERS, SUPPLIERS, AGENTS, AND LICENSORS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE SITE OR SERVICES. YOU FURTHER AGREE NOT TO BRING ANY CLAIM PERSONALLY AGAINST OUR SUBSITIARIES, OFFICERS, EMPLYEES, CONTRACTORS, AGENTS, AFFILIATES, PARTNERS, SUPPLIERS, OR LICENSORS.
c. THE LIMIATATIONS IN THIS SECTION APPLY REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUE, OR OTHERWISE.
d. SOME JURISDICTIONS PROHIBIT THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND THEREFORE THE LIMITATIONS AND EXCLUSION ABOVE MAY NOT APPLY TO YOU. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. NOTHING IN THE SECTION IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED.
22. DISPUTE RESOLUTION BY INFORMAL NEGOTIATIONS, MEDIATION AND/OR MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER
a. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS SECTION CAREFULLY TO UNDERSTAND YOUR RIGHTS. EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE THAT ANY CLAIM THAT YOU MAY HAVE IN THE FUTURE MAY BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST. YOU AGREE THAT YOU MAY ONLY BRING A CLAIM IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
b. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES) AND MUST FOLLOW THESE TERMS AS A COURT WOULD.
e. All your claims must be arbitrated on an individual complainant basis, and cannot be consolidated in any arbitration with any claim or complaint of any other party or parties except as agreed upon in a writing signed by i5 Services. i5 Services agrees that any claim we may have against you will also be subject to this Section on dispute resolution, except as provided in Sections 23 and 24 below.
g. Payment of all filing, administration, and arbitrator fees will be born by you. In all other respects, the parties shall each pay their own additional fees, costs, and expenses, including, but not limited to, those for any of their attorneys, experts, documents, and witnesses.
h. The arbitrator shall follow the substantive law of the State of Utah without regard to its conflicts of laws principles. Any award rendered shall include a confidential written opinion and shall be final, subject to appeal under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
i. You and i5 Services agree that disputes will only be arbitrated on an individual basis and shall not be consolidated, on a class wide, representative basis, or with any other arbitration(s) or other proceedings that involve any claim or controversy of any other party. You and i5 Services expressly waive any right to pursue any class or other representative action against each other.
j. Failure or any delay in enforcing this arbitration requirement in connection with any particular claim will not constitute a waiver of any rights to require arbitration at a later time or in connection with any other claims except that all claims must be brought within 1 year after the claim arises (the 1-year period includes the one hundred and twenty (120) day informal resolution procedures described above).
k. This arbitration requirement sets forth the terms and conditions of our agreement to final and binding confidential arbitration and is governed by and enforceable under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended.
l. If any provision of this arbitration requirement shall be deemed unlawful, void, or for any reason unenforceable by a Court having authority to opine on the matter, then that provision shall be severable from this section and the validity and enforceability of any remaining provisions shall remain unaffected.
m. The provisions of this section survives termination of your use of the Site or relationship with i5 Services, bankruptcy, assignment, or transfer. If the class action waiver is deemed unenforceable (i.e., unenforceability would allow arbitration to proceed as a class or representative action), then this entire arbitration provision shall be rendered null and void and shall not apply. If a portion of this Section (other than the class action waiver) is deemed unenforceable, the remaining portions of this Section shall remain in full force and effect.
23. I5 SERVICES’ ADDITIONAL REMEDIES
a. In order to prevent or limit irreparable injury to i5 Services, in the event of any breach or threatened breach by you of the provisions of these Terms of Service or any infringement or threatened infringement by you of the intellectual property of i5 Services or a third-party, i5 Services shall be entitled to seek a temporary restraining order and preliminary and permanent injunctions or other equitable relief from a court of competent jurisdiction restraining such breach, threatened breach, infringement, or threatened infringement. Nothing in these Terms of Service shall be construed as prohibiting i5 Services from pursuing in court any other remedies available to it for such breach, threatened breach, infringement, or threatened infringement, including the recovery of monetary damages from you. You hereby irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in the state court or the federal court nearest to Bountiful, Utah, for all such claims, and forever waive any challenge to said courts’ exclusive jurisdiction or venue.
A. To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless i5 Services, its directors, officers, employees, licensors, owner(s), independent contractors, and subcontractors, from and against any and all claims, actions, loss, liabilities, damages, expenses, demands, and costs of any kind, including, but not limited to attorneys’ fees and costs of any litigation or other dispute resolution, arising out of, resulting from, or in any way connected with or related to (1) your use, misuse, or attempt to use the Site, software, products, or services, (2) information you submit or transmit through the Site, (3) your breach of these Terms of Service, the documents they incorporate by reference, or the representations and warranties provided by you in this Terms of Service, or (4) your violation of any law or the rights of a third-party. We reserve the right to assume exclusive control over the defense of any claim or dispute for which you must indemnify us. You agree to cooperate fully with us in defending such claims or disputes, and you agree not to settle any such claims or disputes without our prior written consent. We will make a reasonable effort to provide you with notice of any such claim or dispute once we receive notice.
25. LAW AND JURISDICTION
26. NOTICE AND TAKEDOWN PROCEDURES; COPYRIGHT ACT
27. FORCE MAJEURE
a. i5 Services shall not be liable for delay, damage, or failure caused by any reason beyond its reasonable control including without limitation, any occurrence of an act of God, labor strike or dispute, industrial disturbance, governmental order, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including, without limitation, quarantine or other employee restrictions (regardless of whether such an event is officially declared to be an epidemic, pandemic, or the like by the relevant authoritative body(ies)), judicial or government action, emergency regulations, sabotage, riots, vandalism, electronic failure, major computer hardware or software failures, equipment delivery delays, acts of third parties, or act of terrorism.
28. ELECTRONIC SIGNATURE AND COMMUNICATIONS
a. Electronic communications occur whenever you use the Site or services, you send us emails, we send you emails, and we post notices on the Site. You consent to receive such electronic communications and agree that the electronic communications, including without limitations, wall notices, terms and agreements, have the same legal effect and satisfy any legal requirement that such communications would satisfy if provided to you in a written hardcopy.
29. CHANGES TO TERMS OF SERVICE
a. These Terms of Service are subject to change or modification at any time by i5 Services and at our discretion without notice. Except as specified elsewhere herein, your continued use of this Site after any changes are implemented constitutes your acceptance of the changes. As a result, we encourage you to consult these Terms of Service for updates. If you do not agree with the Terms of Service, then you are not authorized to use or access the Site and service in any manner or form. If you use our Site or services after any updates, your use will verify your acceptance of the updated Terms of Service.
30. COMPLIANCE WITH LAWS
a. Each party, in connection with its performance hereunder, shall strictly comply with all applicable laws, rulings, and regulations and shall take no actions which would knowingly cause the other party to be in violation of any laws, rulings or regulations applicable to it. You specifically acknowledge that i5 Services materials provided hereunder may contain encryption functionality. You acknowledge and agree that by downloading, importing or using i5 Services materials in any country or territory outside the US you, not i5 Services, assume full responsibility for compliance with all the laws and regulations of such country or territory, including, without limitation, all laws and regulations governing the import, use, distribution, development, or transfer of encryption software or technology and all requirements of registration or licensing related to same.
31. DATA PRACTICES
a. You acknowledge and agree that i5 Services may utilize your personal information in providing you services.
b. i5 Services processes personal information in accordance with applicable data protection laws. Without limiting i5 Services’ ability to collect, use, process, or disclose personal information as permitted by applicable law, you agree that i5 Services may collect, use, process, or disclose personal information provided by you for purposes (the “Purposes”) that include (a) providing i5 Services’ services, products, and support; in some cases handling your payments, claims, requests; communicating with you to provide tracking updates and information on services; (b) providing advertising that may be tailored to your interests; (c) operating, evaluating, protecting, and improving i5 Services’ business; (d) facilitating your use of i5 Services’ blogs and social media; performing data analyses; monitoring and reporting compliance issues, including identifying and protecting against illegal or wrongful activity, claims, or other liabilities; (e) exercising, establishing, and defending legal claims; and complying with i5 Services’ policies and legal obligations. You also agree that i5 Services may share personal information provided by you with third parties in specific circumstances, including joint marketing partners, franchisees, your contacts upon your request, government agencies, and other third parties such as shippers, consignees, or third-party payers and recipients (collectively, the “Recipients”). i5 Services may also use or disclose personal information provided by you in connection with complying with a legal obligation, cooperating voluntarily with law enforcement or other public or government authorities, to prevent harm or loss in connection with suspected or actual illegal or wrongful activity. i5 Services is not responsible for the privacy practices of any non-i5 Services places, sites, platforms, or services or 3rd parties.
c. You further agree to receive non-marketing telephone calls and text messages relating to i5 Services’ services (including, without limitation, business related calls and text messages) from or on behalf of i5 Services at any wireless telephone number assigned to your account. You understand and agree that with such calls your wireless carrier’s message and data rates may apply to your receipt of such calls and text messages at a cellular telephone number. You understand and agree that any telephone number(s) that you provide to i5 Services will be true, accurate, current, and complete, and you will promptly update any such contact information (addresses, emails, phone numbers) as necessary to keep it true, accurate, current, and complete.
a. In the event you have a dispute arising out of, directly or indirectly, these Terms of Service or your use of the Site or services, you hereby release and forever discharge us, including our officers, owner(s), employees, contractors, affiliates, partners, licensors, from all related claims, actions, demands, disputes, damages, and liabilities, whether past present or future. IF YOU ARE A CALIFORNIA RESIDENT, YOUR HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATE: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN MY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
33. SUSPENSION OR TERMINATION
a. We may suspend or terminate your license to access the Site at any time and for any reason or no reason at all, with or without notice, at our sole discretion. Subject to the foregoing sentence, where applicable, all rights and responsibilities of the parties under these Terms of Service will survive the termination of your license to use the Site or services, including, without limitation, intellectual property ownership, warranties, disclaimers, and limitations of liability. Upon termination, you remain responsible for any outstanding payments to i5 Services.
b. i5 Services reserves the right to immediately suspend or terminate the provision of services to you (with or without notice) for any unpaid (in whole or part) obligations. Termination of service in no way relieves or excuses you from any obligation to pay outstanding charges or expenses. In the event i5 Services starts collection processes of any type, you acknowledge and agree that you will be liable for all collection costs, including legal fees and expenses.
c. Upon termination of any license to access i5 Services’ Site, you shall immediately cease and desist from access to and use of such Site and destroy all Confidential Information in your possession or control.
34. VIOLATION OF TERMS
a. Should you breach these Terms of Service, we may take any and all actions we deem appropriate in our sole discretion under the circumstances, including, but not limited to, suspending, blocking, or terminating your access to the Site and services.