Under Paragraph 11 below, any disputes or claims related to this Agreement will be resolved by arbitration to the extent permitted by law. The Agreement contains a waiver of any rights to sue in court, including through a class action. You may opt-out of these provisions by following the instructions in Paragraph 11.
1. AGE RESTRICTION
The Sites are intended for persons who are at least 18 or older and are of legal age to form a binding agreement. If you are under 18, or not of age to form a legally binding agreement, you may not access or use the Sites.
With respect to the Sites and related software, source code, platforms, servers and interfaces, whether owned by us or third parties (collectively, “System”), you must not: (a) copy, redistribute, publish, reverse engineer, decompile, disassemble, modify, alter, revise, translate, creative derivative works, or make any unauthorized attempt to access or use; (b) sell, assign, sublicense, transfer, distribute, lease, rent or grant a security interest; (c) reproduce, duplicate, copy, sell, resell, or exploit for commercial purposes; or (d) access or use in a manner prohibited by applicable laws, directives, or regulations or this Agreement.
4. COPYRIGHT AND OTHER INTELLECTUAL PROPERTY
All content and other materials available at or through the Sites, including without limitation trademarks, service marks, trade names, images, audio, text, software, designs and the “look and feel” of the Sites (collectively, “Content”) are owned or licensed by us or our affiliates and are protected by copyright, trademark, and other intellectual property laws. Some texts and images on the Sites are posted with the permission of the original copyright holder. In such instances, a copyright statement appears at the bottom of the page. You may not reproduce, republish, distribute, display, perform, modify, transmit, sell, or otherwise use any Content without our express written permission. If you would like to publish information that you find on the Sites, please send your request to firstname.lastname@example.org. Information about using our logo and images is available in the News section of the Sites. We disclaim any liability or responsibility for the use of actions of or by other entities of the texts and images on the Sites. All rights not expressly granted to you in this Agreement are reserved by us and/or our licensors.
We do not accept any unsolicited ideas including without limitation images, suggestions about promotion of the Sites, additions to our services, or changes in methods of doing business. If, notwithstanding this policy, you send us any ideas, suggestions, images, drawings, graphics, innovations, concepts, recommendations, or similar materials (“Submissions”) you agree that the Submissions are not confidential and we assume no obligation, expressed or implied, by considering them. You hereby assign such Submissions to us without compensation (or the expectation of compensation) and agree that we may disclose, reproduce, republish, modify, distribute, display, perform, transmit, sell, or otherwise use your Submissions for commercial or non-commercial purposes with no compensation to you. For any Submissions that cannot be legally assigned to us, you hereby grant us an unrestricted, perpetual, royalty-free, irrevocable and worldwide license to disclose, reproduce, republish, modify, distribute, display, perform, transmit, sell, or otherwise use your Submissions for commercial or non-commercial purposes in any manner and medium with no compensation to you.
6. PROHIBITED CONDUCT
You agree to abide by all applicable laws and not to (a) upload, transmit, post, email, or otherwise make available to the System any material in any format that (i) is false, inaccurate, misleading, fraudulent, unlawful, harmful, threatening, tortious, defamatory, vulgar, invasive of another’s privacy, or libelous; (ii) infringes any third party’s intellectual property or other proprietary right or rights of publicity or privacy; or (iii) contains viruses, worms, Trojan horses, time bombs, corrupted files, or any other software or programs designed to interrupt, interfere, intercept, expropriate, destroy or limit the functionality of the System or any computer software or hardware or equipment associated with the System; (b) alter, remove, obscure or falsify any attributions or other proprietary designations of origin or source of the System or Content; (c) impersonate any person or entity; (d) attempt, through any means, to gain unauthorized access to the System in a way not intended by us or for any unlawful purpose, or another person’s account or information on or through the System; (e) use any robot, scraper, spider, or any other automatic device or manual process to monitor or copy the System or any Content; (f) take any action that imposes an unreasonable or disproportionately large load on the System; (g) take any action that creates liability for us or causes us to lose any of the services of our business partners, vendors or suppliers; (h) take any action that would cause us to violate any applicable law, statute, ordinance or regulation, or that violates the Agreement; (i) attempt to tamper with, alter, disable, hinder, by-pass, override, or circumvent any security, reliability, integrity, restriction or requirement of the System; (j) interfere with or disrupt the integrity or performance of the System or the data contained therein; or (k) access the System in order to build a competitive product or service, copy any features, functions or graphics of the System or monitor the availability and/or functionality of the System for any benchmarking or competitive purposes.
7. OTHER APPLICATIONS AND WEBSITES
YOU AGREE THAT USE OF THE SYSTEM AND CONTENT IS AT YOUR SOLE RISK. THE SYSTEM AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, TITLE, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR AT OR THROUGH THE SITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO WARRANTY THAT THE SYSTEM AND CONTENT WILL BE ACCURATE, COMPLETE, CURRENT OR TIMELY, UNINTERRUPTED, SECURE, OR ERROR FREE. WE DO NOT WARRANT THAT THE SYSTEM AND CONTENT ARE FREE OF DEFECTS, VIRUSES, MALFUNCTIONS, OR HARMFUL COMPONENTS THAT COULD DAMAGE OR ALLOW UNAUTHORIZED ACCESS TO YOUR DATA.
9. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE NOR OUR AFFILIATES OR OUR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES (OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS) SHALL BE LIABLE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR ATTEMPTED USE OR INABILITY TO USE THE SYSTEM, INCLUDING WITHOUT LIMITATION LOST REVENUE, LOST OR STOLEN DATA, LOST OPPORTUNITIES, DAMAGED DEVICES OR OTHER INTANGIBLES, EVEN IF WE OR YOU HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON OR IF WE ARE OTHERWISE FOUND TO BE LIABLE TO YOU IN ANY MANNER, THEN YOU AGREE THAT OUR TOTAL LIABILITY TO YOU FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED $50 IN THE AGGREGATE FOR ALL CLAIMS. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THEREFORE, THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
You agree to indemnify, hold harmless, and release us and our affiliates and our respective officers, directors, shareholders, employees, agents, contractors, representatives (and their respective successors and assigns) from and against any and all claims, demands, liabilities, damages, costs and expenses, including, but not limited to, attorney’s fees and costs, arising from or related to: (i) your access, use, attempted use, inability to use or misuse of the System; (ii) your violation of any of terms of this Agreement or any applicable law; (iii) your violation of any third party right, including without limitation any copyright, property or privacy right; and (iv) any claim that your use of the System caused damage to a third party.
11. ARBITRATION AND DISPUTES
Any dispute, claim, or controversy arising out of or relating to this Agreement, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by individual arbitration in the state of Texas before a single neutral arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Any appeal shall be heard and decided by a panel of three neutral arbitrators. All arbitrators shall be retired judges or justices of the state of Texas state or federal court, and shall in their substantive rulings (as opposed to procedural or discovery-related rulings that are otherwise governed by the JAMS Comprehensive Arbitration Rules and Procedures), apply the laws of the state of Texas without giving effect to any choice or conflict of law provision or rules that would cause the application of the laws of any jurisdiction other than the state of Texas. The award of the arbitrator(s) shall be binding and final on all parties. The arbitrator(s) shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator(s) determine a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator(s) may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. Judgment on the award rendered may be entered in any court having jurisdiction. The arbitrators may not award any punitive, incidental, indirect, special, or consequential damages, including, but not limited to, damages for lost profits.
Any dispute resolution proceeding arising out of or relating to this Agreement, including without limitation arbitration, will be conducted only on an individual basis and not in a class or representative action on behalf of others. There is no right for any dispute hereunder to be brought or heard as a class arbitration, class action, or private attorney general action or for the consolidation of arbitrations.
For any matters which are not subject to arbitration as set forth in this Agreement, you hereby expressly consent to exclusive jurisdiction and venue in the courts located in the state of Texas, which shall apply the laws of the state of Texas without giving effect to any choice or conflict of law provision or rules that would cause the application of the laws of any jurisdiction other than the state of Texas.
To the extent permitted by applicable law, any claims asserted by you in connection with the System and Content must be asserted in writing to us within one (1) year of the date such claim first arose, or such claim is forever waived by you.
You may opt-out of and not be bound by the arbitration and class action waivers set forth above by sending written notice to First Liberty Institute/General Counsel within 30 days of the date you first access the Sites. If you timely opt-out, we will also not be bound by these provisions. If you do not timely opt-out, these provisions will apply to you and us.
You agree that we may send to you in electronic form any notices or other communications regarding the Sites and such electronic form will satisfy any legal requirements with respect to communications or notice.
If any part of this Agreement shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of this Agreement, and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
Our failure to partially or fully exercise any rights or our waiver of any breach of this Agreement shall not prevent our subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of this Agreement. Our rights and remedies under this Agreement and any other applicable agreement between us and you shall be cumulative, and the exercise of any such right or remedy shall not limit our right to exercise any other right or remedy.
We may at any time, without notice and for any reason in our sole discretion, modify or discontinue the Sites, delete Content, or terminate or restrict your access to the Sites. In addition, this Agreement may be changed at any time. We will notify you of such changes by posting them on the Sites. You should check the Sites for such changes frequently. Your continued access of the Sites after such changes have been posted conclusively demonstrates your acceptance of those changes.
Questions regarding this Agreement should be directed to: David Holmes/Chief Operating Officer or Michael Berry/General Counsel.
Effective Date: September 20, 2020