Terms of Service

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This Web site (the “Site”) is owned and operated by Stand Up To Cancer, a charitable services fund administered by the Entertainment Industry Foundation (collectively, “SU2C”). These terms of service (the “Terms of Service” or “TOS”) apply to and govern your use, and any use by another person, of your User Account, as well as your use of this Site and the Services (as defined below). Your use of the Site and/or any Service signifies your agreement to be bound by these Terms of Service and the SU2C Privacy Policy (the “Privacy Policy”), which is hereby incorporated by reference.

For purposes of the TOS, the following defined terms shall have these meanings: (A) “Service(s)” shall mean any and all services on, or provided by or in connection with, the Site, whether or not such services are also provided or delivered by other means or media such as software or wireless devices; (B) “Site” shall mean this site; (C) “Site Content” shall mean any and all human–perceivable audio and/or visual elements of this Site, created or owned by SU2C, or user generated content, whether or not commissioned by SU2C, including, without limitation, any text, graphics, images, illustrations, photographs, animations, applications, video, audio or audiovisual works (including, for example, without limitation, movie trailers or episodic works), designs, logos, personal medical information, and other information and content made available through the Site; (D) “Site Code” means any and all underlying elements of the Site, including without limitation, source code, script, object code, software, computer programs, and other sets of statements and instructions contained in the underlying Site; (E) “User Account” means any account created by you, through a registration process for the purpose of accessing or using certain Services.

LICENSE TO USE THE SITE

SU2C grants you a non-exclusive, non-transferable, limited right and license to access, use and privately display the Site and the Site Content as described herein for your personal use only, by way of one (1) Internet Deviceconnected to the Site over the Internet, provided that you comply fully with these TOS. You may “cache” pages of the Site for the sole purpose of increasing the speed and efficiency at which you access the Site. Any other copy or use of a portion of the Site is not authorized, will be a violation of these TOS and will constitute a copyright violation. You shall not interfere, or attempt to interfere, with the operation of the Site in any way through any means or device, including, but not limited to, spamming, hacking, uploading computer viruses or time bombs, or any other means expressly prohibited by any provision of these TOS or by law.

 

CHANGES TO SITE AND/OR TERMS OF SERVICE

SU2C reserves the right, at its sole discretion, to change, modify, add or remove any portion of the Site, the Services, the Site Content, the TOS, and/or the Privacy Policy, in whole or in part, at any time, with or without notice to you, prior or otherwise. Changes to the TOS and Privacy Policy will be effective when posted. You agree to review the TOS and Privacy Policy periodically to become aware of any changes. Your use of the Site after any changes to the TOS and/or Privacy Policy are posted will be considered acceptance of those changes and will constitute your agreement to be bound thereby.

SU2C will provide prominent notice on the Site of any major changes to the TOS and/or the Privacy Policy.

 

CHANGES IN SITE OWNERSHIP

You will be deemed to have consented to the disclosure to, and use by, a subsequent owner or operator of the Site, of any information about you contained in the applicable SU2C database, to the extent SU2C assigns its rights and obligations regarding such information in connection with a merger, acquisition, or sale of all or substantially all of SU2C’s assets, or in connection with a merger, acquisition or sale of all or substantially all of the assets related to this particular Site to a subsequent owner or operator. In the event of such a merger, acquisition, or sale, your continued use of the Site signifies your agreement to be bound by the Terms of Service and Privacy Policy of the Site’s subsequent owner or operator.

 

OWNERSHIP OF TRADEMARKS, COPYRIGHTS, INTELLECTUAL PROPERTY

The Site, Site Content, Site Code, and all copyrights, trademarks, service marks, trade names and all other intellectual property rights therein are proprietary to SU2C and are owned by SU2C and/or its licensors and content providers, and are protected by applicable domestic and international copyright laws. Unless permitted by SU2C, you shall not copy, capture, reproduce, perform, transfer, sell, license, modify, manipulate, create derivative works from or based upon, republish, upload, edit, post, transmit, publicly display, frame, link, distribute, or exploit in whole or in part the Site, the Site Content or Site Code, or otherwise use the Site, Site Content or Site Code on any other web site, other networked computer environment, or in any medium now known or hereafter developed, and you may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels on the Site or the Services (each, an “Unauthorized Use”).

Any Unauthorized Use constitutes an infringement of the copyrights and other proprietary rights of SU2C and/or its licensors and content providers and constitutes a violation of these TOS. Any violation of copyright laws may be subject to severe civil and criminal penalties.

 

SOFTWARE

From time to time, and at its sole discretion, SU2C may make available to users certain software that may be accessible or downloaded from this Site. In the event that you access or download software from this Site, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the “Software”) are non-exclusively licensed to you by SU2C or a SU2C-approved third party software provider (“Third Party Provider”) solely for your personal and non-commercial use. SU2C does not transfer title to the Software to you. You own the medium on which the Software is recorded, but SU2C and/or the Third Party Provider retain full and complete title to their respective Software, and all intellectual property rights therein. You may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form. Furthermore, your use of any Software of a Third Party Provider shall be subject to the terms and conditions set forth by such Third Party Provider and any applicable license agreement for its Software. Software from this Site is further subject to United States export controls. To the extent required by law, no software from this Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.

 

SUBMISSIONS

SU2C is pleased to hear from its customers and welcomes your comments regarding SU2C products and services, including this Site.  In this connection, we request that your comments be specifically related to our products and services and nothing else.

If you send, post, or otherwise transmit any text, files, links, software, photographs, video, sound, music, feedback, comments, suggestions, or other information or material, including, without limitation, name, likeness, personal medical information (all whether concerning you or a third party) (collectively, the “Submissions”) to any part of the Site or Services, whether or not requested to do so by SU2C, you shall be deemed to have granted to SU2C a worldwide, royalty-free, non-exclusive, transferable, sub-licensable, perpetual license to cache, copy, distribute, transmit, publicly display, publicly perform, reproduce, revise and otherwise use the Submissions on the Site, the Services and in any other media, digital or analog, now known or hereafter invented, including, but not limited to, the internet, television programs, DVDs, mobile devices, outdoor media, and in advertising or promotion, print or otherwise; provided that any reproduction, revision or other uses that SU2C may make of the Submissions shall be consistent with and in furtherance of SU2C’s mission.

For the avoidance of doubt, by submitting your Submission you understand and agree that: (a) any Submissions you submit may become viewable by the public on the Site or elsewhere; (b) SU2C has the right to publish your name in connection with your Submissions, wherever applicable; (c) you will only submit Submissions that you own or have permission to submit from the owner, in which case you will provide SU2C a copy of a written consent from the owner, upon SU2C’s request; (d) You will only submit Submissions for which you have consent from any individual (or in the case of a minor, such minor’s parent or legal guardian) appearing in the Submission, and can provide evidence of such consent in writing to SU2C upon request; and (e) your Submission constitutes a waiver of the right to privacy or publicity of the owner of the Submission and any third party named in it with respect to the Submission and all of its contents.

SU2C will have no obligation to pay you any compensation with respect to its use or nonuse of your Submissions, and is under no obligation to post or use any Submissions you may provide.  SU2C may remove any Submissions at any time in its sole discretion. You may request the removal of your Submissions for any reason on reasonable written notice to SU2C, on receipt of which SU2C will take commercially reasonable steps to comply.

PERSONAL MEDICAL INFORMATION IS OFTEN HIGHLY SENSITIVE INFORMATION WHICH SU2C TAKES VERY SERIOUSLY. AS SUCH, WE MUST ASK YOU TO BE VERY CAREFUL IN YOUR SELECTION OF WHAT INFORMATION YOU CHOOSE TO INCLUDE IN YOUR SUBMISSION, AS SUCH INFORMATION MAY BE VIEWABLE BY THE PUBLIC IMMEDIATELY UPON YOUR SUBMISSION AND MAY NOT BE REMOVED UNTIL A REQUEST FOR REMOVAL IS FILED AND EVENTUALLY PROCESSED BY SU2C.

By submitting your Submission, you agree to indemnify and hold SU2C (and its funders, successors, parents, subsidiaries, affiliates, officers, directors, agents, developers, joint venturers, networks, distributors and attorneys) harmless for any and all claims, damages, losses, and causes of action arising as a result of your Submissions, or your violation or claimed violation of any law or rights of a third party, or any other breach or claimed breach of the TOS. SU2C does not and cannot review all Submissions and is not responsible for the content or substance of these Submissions. However, SU2C reserves the right to delete, move, or edit Submissions that it, in its sole discretion, deems to be abusive, defamatory, obscene, in violation of copyright or trademark laws, or in violation of any person’s rights of privacy or publicity, or otherwise unacceptable.

 

SU2C SERVICES AND RULES FOR USE

As a convenience to its visitors, SU2C may provide, from time to time and at its sole discretion, one or more Services, such as chat areas, message boards, e-mail functions, instant messaging service, voice-mail, file communities, polls, surveys, and other services. These Services are provided by SU2C to you and others subject to the TOS, the Guidelines set forth below, the Privacy Policy, and other rules that may be published from time to time (collectively, the “Rules”) by SU2C. SU2C currently provides the Services free of charge to users who agree to be bound and abide by the Rules. SU2C reserves the right to change the nature of this relationship at any time.

 

REGISTRATION AND ACCEPTANCE OF TERMS

In order to access some features of the Site and the Services, you may have to create or register for a User Account. In consideration for your use of the Services, you agree to (i) comply with the Rules, (ii) provide accurate, complete and true information about yourself as may be required on any registration form for Services (your “Registration Information”) in order to create your User Account, and (iii) maintain and update, as applicable, your Registration Information with current and complete information. Users who violate the Rules, or provide inaccurate, false, or non-current Registration Information may, at SU2C’s sole discretion, have their User Accounts suspended or terminated, and may be permanently banned from using any current or future Services.

As part of your User Account, you will be responsible for creating, and maintaining the confidentiality of, your user name and password. We ask that you select a user name other than your real name or the real name of any other person. We also urge you to memorize your password or keep it in a secure place, away from the rest of your User Account information, as sharing your password with others may lead to unauthorized access to your User Account and the information therein. You agree that you will (i) immediately notify SU2C of any unauthorized use of your User Account, and (ii) ensure that you properly exit all Services at the completion of your use session. You are solely responsible for the activity that occurs on your User Account. SU2C shall have no liability for any loss or damage arising from your use of a User Account, the Site or any Service, or your failure to comply with these requirements. SU2C will not be liable for any losses caused by any unauthorized use of your User Account, but you may be liable for the losses of SU2C or others due to such unauthorized use.

 

GUIDELINES FOR USE OF THE SERVICES

You are entirely responsible and liable for all activities conducted by you, and/or any other user of your User Account and of the Services, including the transmission, posting, or other provision of a Submission to any portion of the Services. Listed below are some, though not all, violations that may result in SU2C terminating or suspending your User Account and/or access to SU2C Services. You agree not to do any of the following actions while using any SU2C Service:

  1. Harass, threaten, embarrass or cause distress or discomfort upon another Service participant, user, or other individual or entity;
  2. Transmit, in connection with any Service, any Submission that SU2C, in its sole discretion,  advises to be false, inaccurate, misleading, disruptive, unlawful, harmful, threatening, abusive, harassing, defamatory, pornographic, vulgar, obscene, hateful, or racially or ethnically-motivated, or otherwise objectionable;
  3. Distribute viruses or any other technologies that may harm the Site, the Service, or the interests or property of our users and partners;
  4. Harvest or otherwise collect information about users, including email addresses, , about users or third parties whose information is made available on the Site, without their consent;
  5. Use any robot, spider, scraper or other automated means to access the Site or the Services for any purpose without our express written permission;
  6. Cause any chat room screen in any chat room to “scroll” faster than other users are able to type to it or any action of a similar disruptive effect;
  7. Impersonate in any Service, any person, including but not limited to, a SU2C official or representative, chat or message board leader, guide or host;
  8. Disrupt the normal flow of dialogue in a chat room or otherwise act in a manner that negatively affects other participants;
  9. Post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation in the Services;
  10. Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law while using or accessing any Services;

  11. Submit material that is subject to intellectual property protection, including, but not limited to, copyright, trademark, or patent rights, or otherwise subject to third party proprietary rights, including, without limitation, privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to post said material and to grant us all of the license rights granted herein.
  You understand that any content that you upload and/or post on the Site or any Service shall constitute a Submission for all purposes of these TOS.

Notwithstanding anything to the contrary in this Agreement, in the event that SU2C determines that you have breached the TOS and/or the Privacy Policy, or that any part or portion of your Submission violates the TOS, SU2C will have the right to immediately remove such Submission, in whole or in part, and to temporarily suspend your User Account, with or without notice to you. In the event of your repeated violation of the TOS and/or the Privacy Policy SU2C will have the right to immediately and permanently terminate your User Account, with or without notice to you. Notwithstanding the foregoing, in the event that SU2C, in its sole discretion, determines that your first violation is of a particularly offensive or serious nature, SU2C will have the right to immediately and permanently terminate your User Account, with or without notice to you.

Any user may report abuse of the Rules by clicking on the persistent Report Abuse button provided on the Site.

 

LINKED SITES

Much of the information on the Site may be updated on a real-time basis and may be proprietary or licensed to SU2C by our users or third parties. SU2C sites and/or services may furthermore frame, and/or contain links to or advertisements about, non-SU2C Web sites (the “Linked Sites”). The Linked Sites may also reference, advertise, or link to SU2C sites. SU2C does not endorse or sponsor the Linked Sites and is not responsible for the content of such sites. SU2C expressly disclaims any statements or assertions made on all non-SU2C Web sites, and denies all liability associated with your use of, and the content on any Linked Sites. You are responsible for viewing and abiding by the privacy statements and terms of use posted on such other Web sites. Your dealings with third parties (including, without limitation, advertisers) on the Linked Sites and your participation in promotions, including the delivery of and the payment for completed transactions, and any other terms, conditions, warranties or representations associated with such dealings or promotions on the Linked Sites, are solely between you and the advertiser or other third party.
Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners.

 

DISPUTES WITH OTHER USERS

If you have a dispute with one or more users, you release SU2C (and its successors, parents, subsidiaries, affiliates, officers, directors, agents, developers, joint venturers, networks, distributors and attorneys) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

 

NON-UNITED STATES RESIDENTS

SU2C makes no representation that the Site Content, including merchandise offered for sale on the Site, and their copyrights, trademarks, patents, and licensing arrangements, are appropriate or available for use in locations other than the United States of America. Those who choose to access the Site from locations outside of the U.S.A. do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable. With respect to shipments of merchandise to consumers, wherever they may reside, title to the merchandise and risk of loss shall pass to the buyer upon delivery of the merchandise to the common carrier.

 

JURISDICTIONAL ISSUES

The Site is controlled and operated by SU2C from its offices within the State of California, United States of America. Use of this Site constitutes your consent and submission to service of process under applicable United States or California law and to personal jurisdiction in a court of competent jurisdiction in the State of California for the purposes of any legal action or claim pertaining to these Terms of Service, or arising from the use of your User Account and/or any SU2C Site or Service.

 

TERMINATION

You understand and agree that SU2C may, in its sole discretion and at any time, limit, suspend, or terminate your password, User Account, or use of any Services, and discard and remove any and all Submissions submitted or posted by you to any SU2C Site or Service, for any reason. SU2C may also, in its sole discretion and at any time, discontinue any Site or Services or limit or restrict any user access thereto, for any reason. SU2C also reserves the right, in its sole discretion and at any time, to cancel unconfirmed accounts or accounts that have been inactive for a long time. You understand and agree that SU2C may take any one or more of these actions without any notice to you, prior or otherwise. Should SU2C take any of these actions, it may, in its sole discretion, immediately deactivate and/or delete any or all information about and concerning your User Account, including your Registration Information and Submissions. You understand and agree that SU2C shall not have any liability to you or any other person for any termination of your access to any Services and/or the removal of information concerning your User Account.

 

DISCLAIMER

THE SITE, SITE CONTENT, SITE CODE, THE SERVICES, AND THE SOFTWARE, IF APPLICABLE, ARE PROVIDED “AS IS” “WITH ALL FAULTS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SU2C DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, AND NON-INFRINGEMENT. SU2C DOES NOT WARRANT THAT THE AVAILABILITY OF OR THE FUNCTIONS CONTAINED IN THE SITE, SITE CONTENT, SITE CODE, SERVICES OR SOFTWARE, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE, SITE CONTENT, SITE CODE, THE SERVER THAT MAKES THEM AVAILABLE, OR THE SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE, SITE CONTENT, SITE CODE, SOFTWARE OR SERVER DO NOT VIOLATE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON. SU2C DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE, THE SITE CONTENT, THE SITE CODE, THE SERVICES OR THE SOFTWARE, IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT SU2C) ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE, SITE CONTENT, SITE CODE, THE SERVICES, AND SOFTWARE, AS WELL AS THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IF THERE ARE ANY DEFECTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SU2C (AND ITS FUNDERS, SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, DEVELOPERS, JOINT VENTURERS, NETWORKS, DISTRIBUTORS AND ATTORNEYS) SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

 

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL SU2C (AND ITS FUNDERS, SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, DEVELOPERS, NETWORKS, DISTRIBUTORS, JOINT VENTURERS AND ATTORNEYS) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, BUSINESS OR PROFITS THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, SITE CONTENT, SITE CODE, THE SERVICES OR THE SOFTWARE, EVEN IF THE POSSIBILITY OF SUCH DAMAGES HAS BEEN ADVISED, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. WHILE SU2C TAKES PRECAUTIONS AGAINST SECURITY BREACHES, NO WEB SITE OR INTERNET TRANSMISSION IS COMPLETELY SECURE, AND AS SUCH, SU2C (AND ITS FUNDERS, SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, DEVELOPERS, NETWORKS, DISTRIBUTORS, JOINT VENTURERS AND ATTORNEYS) SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM UNAUTHORIZED ACCESS, HACKING, DATA LOSS, OR OTHER BREACHES THAT MAY OCCUR. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL LIABILITY OF SU2C (AND ITS FUNDERS, SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, DEVELOPERS, NETWORKS, DISTRIBUTORS, JOINT VENTURERS AND ATTORNEYS) TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU TO SU2C, IF ANY, FOR ACCESSING AND USING THIS SITE AND/OR THE SERVICES.

 

COPYRIGHT NOTICE

If you believe that any Submissions or any Site Content has been copied from any content in which you claim a copyright interest in a way that constitutes an infringement of your copyright interest, please forward the following information to the Copyright Agent named below:

  • Your name, address, telephone number, and email address;
  • A description of the copyrighted work that you claim has been infringed;
  • The exact URL or a description of where the alleged infringing material is located;
  • A statement by you that you have a good faith belief that the content you claim infringes your copyright interest was copied without your authorization or that of the copyright owner or his/her/its agent; and, further, that the copying was not a “fair use” of your copyrighted content under the copyright law of the United States; and
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. If you are authorized to act on behalf of the copyright owner, you must provide an electronic or physical signature of the copyright owner on a statement wherein he/she/it authorizes you to act on his/her/its behalf.

Stand Up To Cancer Copyright
c/o Cowan, DeBaets, Abrahams & Sheppard
41 Madison Avenue, 34th Floor
New York, NY 10010

By this notice, SU2C seeks to preserve any and all exemptions from liability that may be available under the copyright law, but does not necessarily stipulate that it is a service provider as defined in 17 USC Section 512c or elsewhere in the law of the United States or any state or territory within the United States.

 

OTHER

 

GOVERNING LAW;

These Terms of Service shall be construed and enforced in accordance with the laws of the State of California without regard to the choice of law principles thereof.

 

ARBITRATION

If a dispute arises between you and SU2C (collectively, “the parties”), our goal is to provide neutral and cost effective means of resolving the dispute quickly. Accordingly, the parties agree that we will resolve any dispute, claim or controversy at law or equity that arises out of or is related to use of the Site and/or any of the Services, or the contents or the TOS or the Privacy Policy (a “Claim”), in accordance with the provisions of this section or as the parties may otherwise mutually agree in writing. We strongly encourage you to first contact us directly to seek a resolution.
You agree that all Claims shall be determined by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) before a single neutral arbitrator (“Arbitrator”). The Arbitrator shall be an attorney or retired judge with at least ten (10) years experience in the software industry and shall be mutually agreed upon by the parties. If the parties are unable to agree on an Arbitrator, the Arbitrator shall be appointed by the AAA. The fees of the Arbitrator shall be borne equally by the parties, provided that the Arbitrator may require that such fees be borne in such other manner as the Arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law. There shall be a record of all arbitration proceedings and the Arbitrator shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitrator’s decision. If neither party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision (the “Appeal Notice”), the Arbitrator’s decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the California Superior Court, which may be made ex parte, for confirmation and enforcement of the award. If either party gives a timely Appeal Notice, the Arbitrator’s decision shall be appealed to three (3) neutral arbitrators (the “Appellate Arbitrators”), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitrator. The appealing party shall file its appellate brief within thirty (30) days after the date of the Appeal Notice and the other party shall file its brief within thirty (30) days thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitrator (applying the same standards of review and all of the same presumptions) as if the Appellate Arbitrators were a California Court of Appeals reviewing a judgment of the California Superior Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not remand the matter to the Arbitrator. The decision of the Appellate Arbitrators shall be final and binding and may be enforced by a petition to the California Superior Court. The party appealing the decision of the Arbitrator shall pay all costs and expenses of the appeal, including the fees of the Appellate Arbitrators and the reasonable outside attorneys’ fees of the opposing party, unless the decision of the Arbitrator is reversed, in which event the expenses of the appeal shall be borne as determined by the Appellate Arbitrators. The Arbitrator shall have the power to enter temporary restraining orders, preliminary and permanent injunctions. Prior to the appointment of the Arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction in Los Angeles County, California without thereby waiving its right to arbitration. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award.
All claims you bring against SU2C must be resolved in accordance with this section. All claims filed or brought contrary to this section shall be considered improperly filed. Should you file a claim contrary to this section, SU2C may recover reasonable attorney’s fees and costs, provided that SU2C has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim within thirty (30) days of such notice.
Any claim or cause of action arising out of or related to use of the Site and/or any of the Services, or the contents or the TOS must be filed within one (1) year after such claim or cause of action arose regardless of any status or law to the contrary. In the event any such claim or cause of action is not filed within such one (1) year period, such claim or cause of action shall be barred.
Any failure to act by SU2C with respect to a breach by you or others does not waive SU2C’s right to act with respect to subsequent or similar breaches.

THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING OUT OF OR RELATING TO THIS AGREEMENT WHETHER IN CONTRACT OR TORT, INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.

 

SEVERABILITY

If any provision of the TOS shall be held unlawful, void, invalid, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.

 

COMPLIANCE WITH LAWS

You agree to comply with all applicable laws, rules and regulations in connection with your activities under the Rules.

 

ENTIRE AGREEMENT

This TOS sets forth the entire understanding and agreement between you and SU2C with respect to the subject matter hereof.

 

HEADINGS

Headings are for reference purposes only and do not limit the scope or extent of such section.

 

MISCELLANEOUS

You agree that no joint venture, partnership, employment, or agency relationship exists between you and SU2C as a result of this TOS or your use of the Site and/or any of the Services.  This TOS is subject to existing laws and legal process, and nothing contained in this TOS is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site and/or any of the Services or information provided to or gathered by us with respect to such use. The Sites may be viewed or used outside the United States of America, but SU2C makes no representation that these materials are appropriate or available for use there.

Mobile Terms and Conditions

Effective Date: April 25, 2008