Terms of service.
Effective: July 1, 2020
Harlem Frames Website(s) and Mobile App Terms of Use
IMPORTANT NOTICE: THESE TERMS OF USE ARE SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW.
1. Introduction.
Welcome! This Site and the Mobile App is owned and operated by Harlem Frames and/or one of its divisions, affiliates, subsidiaries, or joint ventures (“Harlem Frames,” “H.F.,” “Company,” “we,” “our” or “us”). Please read these terms carefully. By accessing or viewing this Site or participating in or using any service offered on this Site or through the Mobile App (collectively, the “Services”), you agree to these Terms of Use (“Terms” or “Terms of Use”).
All references to “you” or “your,” as applicable, mean the person that registers for, accesses, or uses the Services. If you use or access the Services on behalf of an entity or individual, you represent and warrant that you have the authority to bind that entity or individual. You represent and warrant that you are at least 16 years of age or visiting the Site under the supervision of a parent or guardian. Our Site is not intended for those under the age of 16. These Terms form a contract between you and H.F. If you do not agree to the Terms, do not use the Site or the Services. From time to time, H.F. may decide to modify, add, or delete portions of these Terms. If H.F. does so, your continued use of the Services after any such changes have been made means you agree to such changes. The amended Terms will automatically be effective when posted on this Site.
2. Privacy Policy.
Please review our Privacy Policy, which explains our practices relating to the collection and use of your information through or in connection with the Services. Our use of your information is governed at all times by our Privacy Policy, which is incorporated into these Terms. You understand that through your use of the Services, you consent to the collection and use of this information.
3. Changes to the Services.
We reserve the right to change and improve the features and functionality of the Services at any time, which includes adding, modifying or removing features and functionality of the Services, or updating how our Services are provided. Any future release, update, or other additional to the Services shall be subject to these Terms, unless and until an updated set of Terms is posted. Additionally, we reserve the right to suspend or terminate the Services for any reason, without notice, at any time.
4. Account Creation.
To access and use the Services, we may require you to first register for an account (“Account”). You agree to provide accurate, current, and complete information during the registration process, and to update such information to keep it accurate, current, and complete. If you create an Account, you are responsible for maintaining the confidentiality of your account and password, and for restricting access to your computer or device, and you agree to accept responsibility for all activities that occur under your registration, Account and/or password. We therefore urge you not to share your Account credentials with anyone. H.F. reserves the right to refuse Services, cancel orders, terminate accounts or remove or edit content, in its sole discretion.
5. General Information.
When you access this Site, you agree to comply with these Terms and any other policies or requirements posted on the Site. You agree to abide by all applicable laws, rules, and regulations when registering for, accessing, or using the Services, and may not engage in fraud or misuse of the Services or any conduct that is harmful or harassing to anybody.
Violating the security of the Services is prohibited and may result in criminal and/or civil liability. We may investigate incidents involving such violations and may involve, and will cooperate with, law enforcement if a criminal violation is suspected. Examples of security violations include, without limitation, unauthorized access to or use of data or systems including any attempt to probe, scan, or test the vulnerability of the Services or to breach security or authentication measures, unauthorized monitoring of data or traffic, interference with service to any user, host, or network including, without limitation, mail bombing, news bombing, other flooding techniques, deliberate attempts to overload a system, forging any TCP-IP packet header, e-mail header, or any part of a message header, except for the authorized use of aliases or anonymous remailers, and using manual or electronic means to avoid any use limitations. Without limiting the foregoing, you must not do (and agree not to do) any of the following:
· Violate any applicable law or legal requirement.
· Engage in fraud or misuse of the Services.
· Engage in conduct that is harmful or harassing to anybody.
· Post, upload, publish, submit, or transmit any content that:
o Infringes, misappropriates, or violates a third-party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
o Violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability;
o Is fraudulent, false, misleading, or deceptive;
o Is defamatory, obscene, pornographic, vulgar, or offensive;
o Promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group;
o Is violent or threatening or promotes violence or actions that are threatening to any other person;
o Promotes illegal or harmful activities or substances;
o Constitutes spam, or competes with our business;
o Contains any computer virus or other malicious code designed to attack, damage, divert, take over, disable, overburden, or otherwise impair the Services.
· Attempt to scrape or collect any personal or private information from the Services or from other users of the Services.
· Resell the Services, in whole or in part, or any content residing or displayed within or through the Services.
· Intercept, monitor, damage, or modify any communication not intended for you.
· Otherwise impersonate or misrepresent your affiliation with any person or entity.
· Alter the way that an aspect of an App or website we provide is displayed or delivered to other users.
· Access, tamper with, or use non-public areas of an App or website we provide, our computer systems, or the technical delivery systems of us or our providers.
· Attempt to probe, scan, or test the vulnerability of the Services or breach any security or authentication measures.
· Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Services.
· Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure intended to protect, limit access to or control the Services.
· Access the Services if we have requested that you refrain from such access.
· Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services.
· Assist or permit anybody to violate these Terms.
We and our third-party partners reserve the right to restrict or block access to the Services for any reason or no reason.
You acknowledge that we have no obligation to monitor your access to or use of the Services for violations of the Terms, or to review any content you submit to us. However, we have the right to do so for the purpose of operating and improving the Services (including, without limitation, for fraud prevention, risk assessment, investigation, and customer support purposes), to ensure your compliance with the Terms, and to comply with applicable law or the order or requirement of a court, consent decree, administrative agency, or other governmental body.
6. Proprietary Rights.
You acknowledge that this Site contains Content that is protected by copyrights, trademarks, service marks, trade dress, patents, moral rights or other proprietary rights, and that these rights are valid and protected in all forms, media, and technologies existing now and hereinafter developed. You also acknowledge that unless otherwise provided in these Terms or otherwise indicated on the Site, H.F. or its licensors own all Content on this Site, including, without limitation, all videos, articles, text, graphics, user interfaces, visual interfaces, photographs, moving images, illustrations, files, trademarks, logos, service marks, artwork, computer code, design, structure, selection, coordination, “look and feel,” and arrangement of such content. Subject to these Terms, H.F. grants you a limited, non-exclusive, revocable, nontransferable, and non-sublicensable license to access and use the Services solely for your personal, non-commercial purposes. Your use of this Site shall not grant you any claim of ownership over any Content, and you agree to comply with all copyright and trademark laws. You may not modify, transmit, participate in the sale of or transfer of, or create derivative works based on any Content, in whole or in part. You may print copies of the Content, provided these copies are made only for personal, non-commercial use, and provided that you maintain any notices contained in the Content, or maintained by the Contributor or Author, such as all copyright notices, trademark legends, attributions, by-lines, or other proprietary rights notices. You may not store electronically any significant portion of any Content from this Site. The use of the Content from this Site on any other site, including by linking or framing, or in any networked computer environment for any purpose is prohibited without H.F.’s prior written approval.
For permission to use Content from this Site or from marketing material authored or distributed by H.F., request written permission in advance, and provide full attribution.
7. H.F. Life Mobile Notifications
By opting into this service, you consent to receive mobile text alerts using an automatic telephone dialing system. By signing up, you confirm that you are over the age of 13. Please review our Privacy Policy for additional information regarding our data collection policies and procedures.
8. Submitted Materials.
Unless specifically requested, H.F. does not wish to receive any confidential, proprietary, or trade secret information from you via the Site (including via contact email made available on the Site). Accordingly, if you send H.F. any information or creative works including, without limitation, idea submissions, feedback, reviews, comments, questions, suggestions, business plans, know-how, techniques, products, concepts or demos in any media, including photographs, graphics, audiovisual media or other material (“Submitted Material”) reviews, concerning H.F. or any of our Services, including by tagging our social media accounts or hashtagging with H.F. identifiers, you grant H.F. a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive, and fully transferrable, assignable, and sub-licensable right and license to use, copy, reproduce, modify, adapt, print, publish, translate, create derivative works from, create collective works from, and distribute, perform, display, license and sublicense (through multiple levels) the Submitted Material in any media now known or hereinafter invented, including for commercial purposes. You further represent and warrant that you have the right (including rights of privacy and rights of publicity) to submit the Submitted Material and authorize H.F. to use Submitted Material as permitted by the license in this section, that the Submitted Material does not violate the rights of any other person or entity, and that your Submitted Material does not contain the confidential or proprietary information of any third party or parties. In addition to the rights applicable to any Submitted Material, when you post comments or reviews to the Site, you also grant us the right to use the name that you submit with any review, comment, or other content, in connection with such review, comment or other content. You shall not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any Submitted Material, including reviews, comments, or other content. We may, but shall not be obligated to, remove or edit any Submitted Material (including comments or reviews) for any reason.
9. Third-Party Links and Services.
The Services and Site may contain links to third-party websites, offers, or other events and promotions outside of harlemframes.com and/or not owned or controlled by H.F. (“Linked Sites”), such as retailer or restaurant promotions. We do not control, endorse, sponsor, recommend, other otherwise accept any responsibility for the content of such Linked Sites, nor do we make any warranties or representations, express or implied, regarding the content (or the accuracy, currency, or completeness of such content) on any Linked Sites or the actions of such organizations. When you follow a link to another website, that website will be governed by different terms of use and a different privacy policy. You should be sure that you read and agree to those terms and policies. If you access the Linked Sites, you do so at your own risk. Because H.F. is not a party to the agreements or transactions made between you and any third-party, even where such agreements or transactions are facilitated through the Services, your remedy is limited to a claim against those third parties—not H.F..
10. Claims of Infringement (Digital Millennium Copyright Act Notice).
H.F. respects the intellectual property of others and requires that you do the same. In accordance with the Digital Millennium Copyright Act (the “DMCA”) , the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, H.F. will respond expeditiously to notices of alleged copyright infringement that are duly reporter to its Designated Copyright Agent identified below. H.F. reserves the right to disable and/or remove access to the Site for users who are repeat infringers, terminate the rights of any user to access the Services if any such user is either found to infringe third party copyright or other intellectual property rights, including repeat infringers, or who we believe, in our sole discretion, are infringing these rights. Upon our receipt of a proper notice of claimed infringement under the DMCA, we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content in issue.
If you believe that content that you or a third party owns has been used via the Services in a way that violates your or someone else’s copyright or other intellectual property rights, please provide us with the following information:
· an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
· a description of the copyrighted work or other intellectual property that you claim has been infringed;
· a description of where the material that you claim is infringing is located;
· your address, telephone number, and email address;
· a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
· a statement by you, made under penalty of perjury, that the information contained in your report is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
If you submit a notice of infringement that knowingly materially misrepresents that any content, information, or communication on the Services is infringing upon a copyright, you may be held liable for damages and attorneys’ fees. If you believe that your content, information, or communication has been removed from the Services due to an erroneous claim of infringement, you may have remedies available to you under the DMCA.
11. Indemnification.
You agree to indemnify and hold harmless H.F. and the members of its corporate family (i.e., all parents, subsidiaries and affiliates), as well as H.F. investors and partners, and their respective agents, partners, employees and contractors from and against any claims, damages, loss, costs, fines, penalties, settlements, expenses, payments or other liabilities, including reasonable attorney’s fees and legal expenses, resulting from (i) your use of and access to the Services; (ii) your violation of any of these Terms; and (iii) your violation of any law or third-party right, including any copyright, trademark, trade secret or privacy right related to your use of the Site. The members of H.F. corporate family, and the respective agents, partners, employees, contractors, investors and partners of them and of H.F., are intended third-party beneficiaries of this paragraph.
12. Disclaimer of Representations and Warranties.
H.F. MAKES NO REPRESENTATION AS TO THE COMPLETENESS, ACCURACY, OR CURRENCY OF ANY INFORMATION ON THIS SITE. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE CONTENT AND INFORMATION FOUND ON THIS SITE ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR THE PRODUCTS, INFORMATION OR SERVICES PROVIDED THROUGH OR IN CONNECTION WITH THE SITE, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PRIVACY OR NON-INFRINGEMENT. H.F. DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE MAKE NO REPRESENTATIONS THAT THE SERVICES ARE COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM, OR THAT WE WILL ENFORCE THE TERMS AGAINST OTHERS TO YOUR SATISFACTION. EFFORTS BY H.F. TO MODIFY THE SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS OR ANY OTHER PROVISION OF THESE TERMS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN CASES WHERE SUCH LAWS APPLY, THE WARRANTIES WILL BE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.
13. Limitation of Liability.
IN NO EVENT SHALL H.F. OR ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, INTERNAL OPERATING UNITS, AFFILIATES, PARENTS, SUBSIDIARIES, SUBLICENSEES, SUCCESSORS AND ASSIGNS, INDEPENDENT CONTRACTORS, AND H.F. PARTIES (COLLECTIVELY, WITH H.F., THE “H.F. ENTITIES”) BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE USE OR INABILITY TO USE THE WEBSITE, SERVICES, OR CONTENT, ANY BREACH OF SECURITY, OR ANY CONTENT, INFORMATION, PRODUCTS OR SERVICES OBTAINED THROUGH THE SERVICES, INCLUDING ANY LOSS OF REVENUE OR PROFITS, LOSS OF USE, LOSS OF DATA, OR BUSINESS INTERRUPTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, REGULATION, COMMON LAW PRECEDENT OR OTHER LEGAL THEORY, EVEN IF THE H.F. ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND EVEN IF SUCH DAMAGES RESULT FROM ANY H.F. ENTITY’S NEGLIGENCE OR GROSS NEGLIGENCE. IN NO EVENT SHALL THE H.F. ENTITIES’ AGGREGATE LIABILITY (OR THE AGGREGATE LIABILITY OF ITS OFFICERS, DIRECTORS, AFFILIATES, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) ARISING OUT OF OR IN CONNECTION WITH THE TERMS OF USE, SITE, OR SERVICES EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00). ADDITIONAL DISCLAIMERS BY H.F. MAY APPEAR WITHIN THE SERVICES AND ARE INCORPORATED HEREIN BY REFERENCE. TO THE EXTENT ANY SUCH DISCLAIMERS PLACE GREATER RESTRICTIONS ON YOUR USE OF THE SERVICES OR THE MATERIAL CONTAINED THEREIN, SUCH GREATER RESTRICTIONS SHALL APPLY. Some jurisdictions restrict or do not allow the limitation of liability in contracts, and as a result the contents of this section may not apply to you. In cases where such laws apply, liability of the H.F. Entities shall be limited to the fullest extent permitted by law. If you are a resident of New Jersey, this section does not apply to prevent a right to recover certain damages (including punitive damages) where a harmed person proves that the harm suffered was the result of a defendant’s “acts or omissions and such acts or omissions were actuated by actual malice or accompanied by a wanton and willful disregard of persons who foreseeably might be harmed by those acts or omissions.” Similarly, this section does not limit H.F.’s tort liability under New Jersey law for harm resulting from intentional or reckless conduct.
14. Arbitration and Class Action Waiver.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
You and H.F. agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to advertising, and any content available on or through any App or our website(s)); and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.
By agreeing to these Terms, you agree to resolve any and all disputes with H.F. as follows:
Initial Dispute Resolution: Most disputes can be resolved without resort to litigation. You can reach H.F. at harlemframes.com/contact. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with H.F., and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
Binding Arbitration: If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including the Terms’ or Privacy Policy’s formation, performance, and breach), the parties’ relationship with each other, and/or your use of our App or our website(s) shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms or the Privacy Policy, including but not limited to any claim that all or any part of these Terms or Privacy Policy is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. To start an arbitration, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com ); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, 620 Eighth Ave. NY Times Building 34th Floor New York, NY 10018 USA; and (c) contact us at www.harlemframes.com/contact to mail one copy of the Demand for Arbitration to H.F.
To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, H.F. will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, H.F. will pay the fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.
The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing. For individuals residing outside the United States, arbitration shall be initiated in the State of New York, United States of America. You and H.F. further agree to submit to the personal jurisdiction of any federal or state court in New York, New York in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
Class Action Waiver: The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND H.F. AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
Exception for Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
30-Day Right to Opt Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending (from the email address you used to create your Account) written notice of your decision to opt out to http://harlemframes.com/contact with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of your agreement to these Terms; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, H.F. also will not be bound by them.
Changes to This Section: H.F. will provide thirty (30) days’ notice of any changes to this section by posting on the Services, sending you a message, or otherwise notifying you when you are logged into your account. Amendments will become effective thirty (30) days after they are posted on the Services or sent to you.
Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the section entitled “Arbitration and Class Action Waiver,” and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section in existence after you began using the Services.
Survival: This Arbitration and Class Action Waiver section shall survive any termination of your Account or the Services.
15. Wi-Fi Services.
We may offer access to Wi-Fi services on physical properties that we own or manage. When we do this, a separate agreement (and privacy policy) will apply, and we may require users to provide additional information in order to access those Wi-Fi services.
16. Governing Law.
The Terms and the relationship between you and H.F. shall be governed in all respects by the laws of the State of New York, without regard to its conflict of law provisions. Any claim or dispute either of us may have against the other that is not subject to arbitration must be resolved by a court located in New York County, New York. We both agree to submit to the personal jurisdiction of the federal and state courts located within New York County, New York for the purpose of litigating all such claims or disputes that are not subject to arbitration.
17. Statute of Limitations.
Any cause of action arising out of or related to the Terms, the Site, or the Services must begin within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. There may be jurisdictions in which this contractual limit on the statute of limitations does not apply.
18. Other.
These Terms constitute the entire and exclusive understanding and agreement between us and you regarding the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between us and you regarding such topic. Certain sections of these Terms shall survive any termination of your Account or any aspect of the Services, e.g., should we cease offering them, including but not limited to Sections 2 (Privacy Policy), 3 (Changes to Services), 4 (Account Creation), 5 (General Information), 6 (Proprietary Rights), 8 (Submitted Materials), 10 (Claims of Infringement), 11 (Indemnification), 12 (Disclaimer of Representations and Warranties), 13 (Limitation of Liability), 14 (Arbitration and Class Action Waiver), and any other section which on its face was intended to survive the termination or the cancellation of these Terms. If we fail to enforce any part of these Terms, it will not be considered a waiver. Any amendment to or waiver of these Terms by us must be made in writing and signed by us. If any provision of these Terms (or part of such provision) is found to be invalid or unenforceable by any court having competent jurisdiction, then that provision (or part of that provision) shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions — that invalid or unenforceable (part of the) clause will be replaced by a valid and/or enforceable, as the case may be, (part of the) clause which is as close to the intention of the parties as possible. All of our rights and obligations under these Terms including any license rights) are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. Nothing in these Terms shall prevent us from complying with the law. H.F., its suppliers, licensors and service providers hereby reserve all rights not expressly granted to you.
19. Questions.
If you have questions regarding these Terms, please contact us.