TERMS OF SERVICE
Thank you for viewing and using the ClickBank Builder and WebinarX software and its select features made available via clickbankbuilder.com[B1] (the “Software”), provided to you by SJA Media Partners LLC (“SJA”, “We”, “Our” or “Us”). This document (“Agreement”) provides and explains terms and rules (“Terms”) that apply to all authorized uses of the Software including access to and use of any features, products, web pages, materials, webinars, opt-in pages, product funnels and otherwise, which are made available at clickbankbuilder.com. We reserve the right to update or modify these Terms. This Agreement applies to all visitors, users, and others who use the Software, its feature, or access clickbankbuulder.com.
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, non-transferable, non-sublicensable, limited, freely revocable license to use the tools and features of the Software or the Services as permitted by SJA, conditioned on your strict continued compliance with these Terms. We reserve all rights not expressly granted this Agreement. We may terminate this license at any time without prior notice for any reason or for no reason.
a. Scope and Purpose. The Software enables registered users (“Users”) to create, operate, and maintain product funnels, opt-in pages, webinars, and related webpages, features and services for certain limited purposes which are subject to these Terms, and any additional rules, terms, and conditions displayed in webpages within the Software or in its user control panels (“Service” or “Services”).
b. Use and Eligibility. You may use the Software or the Services only if you are legally capable of entering into a legally-binding contractual relationship with SJA and if you at all times remain in strict compliance with this Agreement, and any and all applicable local, state, national, and international statutes, regulations, ordinances, rules, and treaties. Any access to the Software or use of the Services by anyone under the age of 18 is strictly prohibited. By using or accessing the Software or the Services, you represent that you are at least 18 years of age.
c. Accessing the Services (User Accounts).
Individuals that comply with these Terms may apply for and obtain a dedicated user account (“User Account”) in order to use and access the Software. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account.
Only individuals that register for a User Account may access and use the tools and features provided by the Software. Each User is provided with a unique identifier (“Username”) to access and use the Services. The Username may be used only by the User that registered for that Username. Do not share your Username or password with any other individuals, including other Users. You must keep your User Account password secure. You agree to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) to protect your User Account. You must notify SJA immediately of any breach of security or unauthorized use of your User Account. SJA will not be liable for any losses caused by any unauthorized use of your User Account.
User Accounts enable their corresponding Users to access certain features and functionalities that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of user accounts for different types of Users. If you open a User Account on behalf of a company, organization, or other entity, then: (i) “you” includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. By connecting to SJA with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.
You may make changes to User Account by changing the settings in your User Account settings page. By providing to SJA your email address you consent to our using the email address to send you service-related notices, including any notices required by law, in lieu of communication by postal mail. With your consent, we may also use your email address to send you other messages, such as changes to features of the Software and special offers. If you do not want to receive such email messages, you may opt out by clicking on the unsubscribe link on the bottom of our emails. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
d. Prohibited Uses.
e. User Pages.
g. Telephone and Messaging.
To the extent applicable to your use of the Service, you shall at all times comply with the CAN SPAM Act of 2003, the Telephone Consumer Protection Act (47 U.S.C. §227), the Do-Not-Call Implementation Act and the Do-Not-Call list registry rules (http://www.donotcall.gov), the Telemarketing Sales Rule, 47 C.F.R. § 64.1200 et. seq., and all other state or local laws, rules, regulations, and guidelines relating to calling or texting, including without limitation, rules, regulations and guidelines set forth by the Federal Trade Commission and the Federal Communications Commission (collectively, the “Calling Laws”). You agree that, as between the parties, you are the initiator of any call, SMS/MMS message, or other communication transmitted through the Service and for all content relating to, inducing, or encouraging calls, SM/MMS messages or other communications to take place. SJA is not responsible for reviewing the contents of any communication transmitted through the Services or transmitted by you related to your use of the Service, nor is it responsible for obtaining any necessary consents or permissions from the message recipients.
h. Changes to the Software.
We may, without prior notice, change the Software or the Services; stop providing the Software or one or more features of the Software or the Services, to you or to Users generally; or create usage limits for the Software. We may permanently or temporarily terminate or suspend your access to the Software or the Services without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, for maintenance, repair, or upgrades to the Software or the Services, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
The Software or the Services may allow Users to submit, upload, provide, transmit, or otherwise make available content such as videos, webinars, images, music, text, comments, questions, opt-in pages, product funnels, and other content or information (any such materials a User submits, uploads provides, or otherwise makes available on the Software or to the public is referred to herein as “User Content”).
We do not review or prescreen any User Content, and claim no ownership rights over User Content created by you. The User Content you create remains yours.
By submitting, providing, or otherwise making available any User Content on or through the Software or the Services , you expressly grant, and you represent and warrant that you have all rights necessary to grant, to SJA a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Software, including without limitation for promoting and redistributing part or all of the Software (and derivative works thereof) in any media formats and through any media channels.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, designs, trade secrets, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
In connection with your User Content, you affirm, represent and warrant the following:
· You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Software or the Services and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
· You have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties.
· Your User Content and SJA’s use thereof as contemplated by this Agreement and the Software or the Services will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
· SJA may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
· To the best of your knowledge, all of your User Content and other information that you provide to us is truthful and accurate.
· SJA takes no responsibility and assumes no liability for any User Content that you or any other User submits, provides or otherwise makes available to or via the Software or the Services. You shall be solely responsible for your User Content and the consequences of submitting it, providing it, or otherwise making it available on the Software or the Services, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content.
· SJA disclaims all warranties regarding the continued availability of your User Content. SJA is under no obligation to store or otherwise maintain the availability or accessibility of your User Content
The Software may collect information from your current or potential customers, website visitors, Webinar registrants, or end-users (collectively, “Customer Data”). SJA will not be responsible for any backup, recovery or other steps required to ensure that Customer Data is available or recoverable in the case of data loss. You are solely responsible for backing up your Customer Data on a regular basis, and taking appropriate steps to safeguard and ensure the integrity of your Customer Data. You own all right, title and interest (including all Intellectual Property Rights) in and to Customer Data.
a. Use of Customer Data. By submitting or causing to be submitted Customer Data to SJA, you hereby grant, and represent and warrant that you have all rights necessary to grant, all rights and licenses to the Customer Data required for SJA and its subcontractors and service providers to provide the Software or the Services and its underlying features. Except as otherwise provided for in this Agreement, SJA shall have no right to sublicense or resell Customer Data, except however, that you agree that SJA may collect, analyze, and use data derived from Customer Data, which may include personally identifiable data and/or information collected from or about an individual but which does not identify the individual personally for purposes of operating, analyzing, improving, or marketing the Software and any related services. If SJA shares or publicly discloses information (e.g., in marketing materials, or in application development) that is derived from Customer Data, such data will be aggregated or anonymized to reasonably avoid identification of a specific individual. You further agree that SJA will have the right, both during and after the term of this Agreement, to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized, aggregated data.
c. Security Incidents. In the event that Customer Data is disclosed to or accessed by an unauthorized party, SJA will promptly notify you and use reasonable efforts to cooperate with your investigation of the incident. In the event we have a reasonable, good faith belief that an unauthorized party has accessed Customer Data, we will promptly notify you and will use reasonable efforts to cooperate with your investigation of the incident. If such incident triggers any third-party notice requirements, you (not SJA) shall be solely responsible for the timing, content, cost and method of any such notice and compliance with applicable laws. You (not SJA) bears sole responsibility for adequate security, protection and backup of Customer Data when in your or your representatives’ or agents’ possession or control. We are not responsible, and you are fully responsible, for what your authorized Users do with Customer Data.
Except for your User Content as defined herein, the Software and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, designs, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “SJA Content”), and all Intellectual Property Rights related thereto, are the exclusive property of SJA and its licensors (including other Users who post User Content using the Software). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any SJA Content. Use of the SJA Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
CLICKBANK, CLICKBANK BUILDER, WEBINARX, SJA MEDIA PARTNERS, SJA, and all other trademarks, names, logos, product and service names, feature names, designs, and slogans are the proprietary trademarks of SJA, its affiliates or licensors. You hereby agree to refrain from making any use of these trademarks without Our prior written permission. Third-party brands or trademarks used for descriptive or identification purposes are the property of their respective owners.
You may choose to or we may invite you to submit comments, suggestions, or ideas about the Software or the Services, including without limitation about how to improve the Software or our products or services (“Suggestions”). By submitting any Suggestions, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place SJA or its partners or affiliates under any fiduciary or other obligation, and that we are free to use the Suggestions without any additional compensation to you, and/or to disclose the Suggestions on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your Suggestions, SJA does not waive any rights to use similar or related ideas previously known to SJA, or developed by its employees, or obtained from sources other than you.
a. Fees. We will charge you fees (“Fees”) for your use of the Software. You agree to pay any and all Fees specified in your online order(s) for your access and use of the Software or the Services (“Ordering Form”), which are incorporated herein by reference. SJA may add new features for additional fees and charges, and add or amend fees and charges for existing services, at any time in its sole discretion. If We add or amend our Fees, We will notify you via email or via an announcement visible within the Software. Any change to Our Pricing and Payment Terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement; provided however that if we have offered a specific duration and Fees for your use of the Software or the Services, we agree that the Fees will remain in force for that duration.
b. Payment Plans, Subscription; Automatic Billing. Access and use of the Software or the Services may be purchased on an automatically renewing subscription or payment plan basis Users that purchase the Software pursuant to a payment plan or a subscription will be charged the first payment upon or shortly after signing up, and will be charged with each subsequent payment thirty (30) days following the date of the previous payment until all payments payable to SJA are remitted. IF PURCHASED ON A SUBSCRIPTION OR PAYMENT PLAN BASIS YOUR SOFTWARE SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF YOUR SUBSCRIPTION OR PAYMEN PLAN TERM IDENTIFIED IN YOUR ORDERING FORM FOR SUBSEQUENT TERMS EQUAL IN LENGTH TO THE INITIAL SUBSCRIPTION TERM (EACH A “SUBSCRIPTION TERM”) UNLESS AND UNTIL YOU CANCEL YOUR SOFTWARE SUBSCRIPTION IN ACCORDANCE WITH THE CANCELLATION PROCEDURES IDENTIFIED IN SECTION 7 OF THIS AGREEMENT. When you purchase the Software, you expressly acknowledge and agree that: (1) SJA is authorized to charge you at the beginning of each Subscription Term the Fees identified in an Ordering Form, any applicable taxes, and any other charges you may incur in connection with your use of the Software, for as long as your subscription continues; and (2) your subscription is continuous until you cancel it or your access the Software is suspended, discontinued or terminated in accordance with this Agreement. You acknowledge and agree that the amount billed may vary due to promotional offers, changes in your subscription plan, changes in applicable taxes, and changes in Fees in accordance with Section 7 and you authorize us to charge your payment method for the changed amounts.
c. Cancellations and Refunds. You may cancel your User Account or the Services at any time. To be eligible to receive a refund for your initial purchase price of the Software (i.e., payment you submitted on the date you first purchased access to the Software), you must submit a refund request to us in writing or via email no later than 30 days following the date of your first order of the Software. Refund requests submitted after this 30 day period will be denied. To cancel your User Account or the Services, you must notify us at least three (3) days before the start of the next Subscription Term using the appropriate functionalities of the Software or by contacting us at email@example.com. There will be no refunds or credits for partial months of service or for periods in which your Subscription or payment plan remains unused. For renewal purposes, if adequate notice is not received and your credit card is subsequently charged, you will not receive a refund. In the event that SJA suspends or terminates your account or this Agreement, you understand and agree that you shall receive no refund or exchange for any Property, any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.
d. Payments and Taxes. We or Our third-party payment processors will charge your Fees and any other charges you may incur to the payment method that you provide when you register for a User Account or that you identify in an Ordering Form. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Software must be accurate, complete, and current. You may change your payment method by using the link provided to you in your copy of the order confirmation email you received when you first purchased the Software (you may look up your order information by visiting the following URL: www.clkbank.com/#!)..You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Software at the prices in effect when such charges are incurred. If we are unsuccessful in charging your payment method we may (without liability to you) suspend or temporarily disable all or part of your access to the Software and we shall be under no obligation to provide any or all of the Software while the Fees concerned remain unpaid. This does not affect any other rights and remedies available to us. You will pay any and all applicable taxes, if any, relating to any such payments of Fees, purchases, transactions or other monetary transactions.
SJA uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
Infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”) may be submitted to SJA. If your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Software, please notify SJA’s copyright agent. For your complaint to be valid under the DMCA, you must provide the following information in writing:
· An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
· Identification of the copyrighted work that you claim has been infringed;
· Identification of the material that is claimed to be infringing and where it is located;
· Information reasonably sufficient to permit SJA to contact you, such as your address, telephone number, and, e-mail address;
· A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
· A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following Copyright Agent (via email or mail):
Attn: SJA Copyright Agent - DMCA Notice
Address: 10866 Washington Blvd., # 320, Culver City, CA 90232
Under federal law, knowingly misrepresenting that online material is infringing may subject you to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.
Please note that this procedure is exclusively for notifying SJA and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with SJA’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, SJA has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. SJA may also at its sole discretion limit access to the Software and/or terminate the User Accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS SJA AND ITS SUBSIDIARIES, AGENTS, LICENSORS, MANAGERS, AND OTHER AFFILIATED COMPANIES, AND THEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS AND DIRECTORS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY’S FEES) ARISING FROM: (A) YOUR USE OF AND ACCESS TO THE SOFTWARE OR THE SERVICES, INCLUDING ANY DATA OR CONTENT TRANSMITTED OR RECEIVED BY YOU; (B) YOUR VIOLATION OF ANY TERM OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR BREACH OF ANY OF THE REPRESENTATIONS AND WARRANTIES ABOVE; (C) YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY RIGHT OF PRIVACY OR INTELLECTUAL PROPERTY RIGHTS; (D) YOUR VIOLATION OF ANY APPLICABLE LAW, RULE OR REGULATION; (E) USER CONTENT OR ANY CONTENT THAT IS SUBMITTED VIA YOUR USER ACCOUNT INCLUDING WITHOUT LIMITATION MISLEADING, FALSE, OR INACCURATE INFORMATION; (F) YOUR WILLFUL MISCONDUCT; OR (G) ANY OTHER PARTY’S ACCESS AND USE OF THE SOFTWARE WITH YOUR UNIQUE USERNAME, PASSWORD OR OTHER APPROPRIATE SECURITY CODE.
Upon receiving an indemnification demand from SJA, We may provide you with an opportunity to assume control over the defense or settlement of any claim subject to the indemnification demand, or may in SJA’s sole discretion provide reasonable assistance to settle and/or defend a claim at your sole expense, provided that (i) any settlement which would impose a non-monetary obligation, admission or finding of liability or wrongdoing on SJA is made with our prior written consent, (ii) the failure to provide timely notice, control, or assistance shall not relieve your indemnification obligations, and (iii) we and any other indemnified parties may have their own counsel participate in any proceeding or negotiations, which shall be at your sole expense if you are unable to secure legal counsel to respond to or defend any claims in a timely manner.
THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SOFTWARE OR THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SJA OR THROUGH THE SOFTWARE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, SJA, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS; THAT THE SOFTWARE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SOFTWARE.
FURTHER, SJA DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SOFTWARE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND SJA WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
AS A PRECONDITION TO YOUR USE OF THE SERVICE, YOU ACKNOWLEDGE YOUR UNDERSTANDING THAT THERE IS NO GUARANTEE THAT YOU WILL EARN ANY MONEY USING THE TOOLS AND/OR TECHNIQUES PROVIDED BY THE SOFTWARE. ANY EXAMPLES SHOWN IN OUR ADVERTISING SHALL NOT BE INTERPRETED AS A PROMISE OR GUARANTEE OF EARNINGS OR SIMILAR SUCCESS. EARNING POTENTIAL IS WHOLLY DEPENDENT ON EACH INDIVIDUAL THAT USES THE SOFTWARE TOOLS, TECHNIQUES, AND/OR IDEAS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SJA, ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SOFTWARE. UNDER NO CIRCUMSTANCES WILL SJA BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SOFTWARE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SJA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SOFTWARE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SOFTWARE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL SJA, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO SJA HEREUNDER OR $100.00, WHICHEVER IS GREATER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SJA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
a. Governing Law. You agree that: (i) the Software shall be deemed solely based in Nevada or Idaho; and (ii) the Software and Services shall be deemed a passive service that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Nevada or Idaho. This Agreement shall be governed by the internal substantive laws of the State of Idaho, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Idaho for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Idaho is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
b. Arbitration. Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from SJA. For any dispute with SJA, you agree to first contact us at firstname.lastname@example.org and attempt to resolve the dispute with us informally. In the unlikely event that SJA has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Los Angeles County, California, unless you and SJA agree otherwise. If you are using the Software or the Services for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Software for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing SJA from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
c. Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained or used the Software or the Services for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s Claims. You agree that, by entering into this Agreement, you and SJA are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
d. Time Limitation on Claims. You and SJA agree that any cause of action arising out of or related to the Software and/or your use thereof must commence must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
a. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by SJA without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
b. Notice and Amendments to Agreement. SJA may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website or within the Software, as determined by SJA in our sole discretion. SJA reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. SJA is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. SJA may, in its sole discretion, amend or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to the Agreement. Your continued use of the Software after any such change constitutes your acceptance of the new Terms of the Software. If you do not agree to any of these terms or any future Terms of the Software, do not use or access (or continue to access) the Software. You acknowledge your duty to periodically review these Terms for any modifications.
c. No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and SJA’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
d. California Disclosure. The provider of services is SJA Media Partners LLC, located at 10866 Washington Blvd., # 320, Culver City, CA 90232. SJA may be reached by phone at the following telephone number: (424) 835-2914. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
e. Geographic Limitation. The Software is owned and operated within the United States of America, and is provided to individuals residing therein. SJA makes no claims that the Services or any the Software Content is accessible or usable outside the U.S.A. SJA disclaims all warranties regarding your right to use the Software with any jurisdiction outside the U.S.A. If you choose to use the Software in any other territory, you must first review all applicable laws.
f. Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with SJA in connection with the Software, shall constitute the entire agreement between you and SJA concerning the Software. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
THANK YOU FOR TAKING THE TIME TO REVIEW THIS AGREEMENT.IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT US AT SUPPORT@CLICKBANKBUILDER.COM.
Last updated on: January 25, 2019.