STRUCTURE TONE ORGANIZATION
Last Updated: April 22, 2020
Please carefully read these Terms of Service (“Agreement”). This Agreement between you and the Structure Tone Organization (defined for purposes of this Agreement as Ajax Building CorporationGo to https://www.ajaxbuilding.com/; BCCI Construction CompanyGo to https://bcciconst.com/; L.F. Driscoll CompanyGo to https://structuretone.com/lf-driscoll/; Pavarini McGovernGo to https://structuretone.com/pavarini-mcgovern/, LLC; Pavarini North East Construction Co., LLCGo to https://structuretone.com/pavarini-northeast/; ST Tech Services, LLC; STO Holdings, Inc.; Structure Tone Limited (Ireland)Go to https://structuretone.com/dublin-ireland/; Structure Tone Ltd. (UK);Go to https://structuretone.com/london-united-kingdom/ Structure Tone Southwest, LLCGo to https://structuretone.com/southwest/; Structure Tone, LLC; and their divisions and subsidiaries) (collectively, the “Company”, “us”, “our”, or “we”) governs your use of the websites, applications, and electronic communications that link to this Agreement (collectively, the “Platform”) and the training materials, content, and services available through the Platform (collectively, Platform and all related materials, content, and services are referred to herein as the “Services”).
By accessing the SERVICES, you agree to be bound by this Agreement WITHOUT ANY MODIFICATION. DO NOT ACCESS OR USE THE SERVICES IN ANY WAY IF YOU DO NOT AGREE TO THIS AGREEMENT. IF YOU ARE ACCESSING AND USING THE SERVICES ON BEHALF OF AN ENTITY, YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACT ON BEHALF OF SUCH ENTITY AND TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT.
IMPORTANT NOTICE: YOUR USE OF THE SERVICES IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION 11, REQUIRING ALL CLAIMS TO BE RESOLVED VIA INDIVIDUAL BINDING ARBITRATION.
1. Registration and Eligibility for Services
In order to utilize some of the Services’ features, you must register and create an account. In order to create an account, you must complete the registration process by providing us with complete and accurate information as prompted by the registration form, including contact information, a username, and password. You shall protect your password and take full responsibility for your own and third-party activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. If you create an account on behalf of an entity, this Agreement binds both you and the entity.
B. Refusal of Service.
We reserve the right, with or without notice, to terminate the account of, or refuse service to, any persons that violate this Agreement, violate any party’s intellectual property rights, abuse other users of the Services, misuse the Services, or otherwise engage in inappropriate conduct, as determined by us in our sole discretion.
C. Information Submission and Age Restriction.
By submitting any information, including any User Content as defined below, through the Services, you represent and warrant that you are 18 years of age or older, and, if under the age of majority in your state, you are either an emancipated minor, or have obtained the legal consent of your parent or legal guardian to enter into this Agreement and use the Services. We do not intend to use the Services to collect any information from children under age 18. Pursuant to 47 U.S.C. § 230(d), you are notified that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. For information on providers of such services, contact your information technology professional.
D. Electronic Communications.
By accepting this Agreement and using the Services, you consent to receive electronically all communications or notices sent by us with regard to the Services or this Agreement to any email address you provide to us. It is your responsibility to update your contact information provided to us. In order to receive electronic communications, you must have a working connection to the internet and meet any specifications required by your email service provider. We may send communications in a non-electronic format in our discretion.
2. Revisions to this Agreement.
We may revise and update this Agreement from time to time, and will post the updated Agreement to the Services. Unless otherwise stated in the amended version of the Agreement, any changes to this Agreement will apply immediately upon posting. Other than updating the date at the top of the Agreement, we generally will not notify you of any such changes by email or other personal contact, but we reserve the right to do so. You should revisit these Terms of Service on a regular basis as revised versions will be binding upon you. Your continued use of this Services will constitute your agreement to any new provisions within the revised Agreement.
3. Access to and Use of the Services; Proprietary Rights.
All written content, videos, or other materials prepared and posted by us (not including User Content), and the Services design, layout, look, appearance, and graphics, as well as the trademarks, service marks, and logos contained on our Services (collectively, “Structure Tone Organization Content”) are owned by or licensed to us and are subject to copyright, trademark, and other intellectual property rights under the United States and foreign laws and international conventions. We reserve all rights not expressly granted in, and to, the Services and the Structure Tone Organization Content.
B. Access and Use of the Services.
Subject to, and in accordance with, this Agreement, and contingent upon all required payments, we agree to provide you with a non-exclusive, non-transferable account enabling you and your employees to access and use the Services for your internal business needs only (and not for service bureau, time-sharing, or similar services). Each user account is valid for one user only and may not be shared concurrently or otherwise by or among multiple users. You are not permitted to use, share, or transfer access to the Services in excess of the usage limitations set forth in this Agreement or in any manner not expressly authorized by this Agreement or applicable law. Unless multiple site subscriptions are purchased, the Services may only be used by your employees or your wholly-owned affiliated entities that are based at a single physical site or location. Your authorization to access and use the Services is automatically revoked if you violate any of this Agreement. We reserve the right to revoke your authorization to access or use the Services at any time for any reason. Except as otherwise provided in this Agreement, no part of the Services and no Structure Tone Organization Content may be copied, reproduced, uploaded, posted, publicly displayed, transmitted, or distributed in any way to any other computer, server, Services, or other medium for publication or distribution or for any commercial use without our prior express written consent. Your access to this Services is provided on a temporary basis with no guarantee for future availability.
C. Services Availability.
There may be times when the Services is unavailable due to technical errors or for maintenance and support activities. We do not represent, warrant, or guarantee that the Services will always be available or is completely free of human or technological errors. You must provide the equipment and internet connections necessary to access the Services at your own expense. We do not guarantee that the Services will operate with your computer, mobile device, internet service plans, or mobile provider service plans or with any particular computer or other piece of hardware, software, equipment, or device you install on or use with your computer.
D. Changes to the Platform.
We may update the content on the Platform from time to time, but its content is not necessarily complete or up to date. Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material.
We may from time to time develop and provide Platform updates, which may include upgrades, bug fixes, patches, and other error corrections or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.
You shall be solely responsible for the security, confidentiality, and integrity of all information that you receive, transmit through, or store on the Services. You shall be solely responsible for any authorized or unauthorized access and use of your account by any person. You have the affirmative responsibility to monitor and control access to your account information.
F. User Data after Termination.
In the event you cancel your subscription, you terminate this Agreement, or your access to the Services is otherwise revoked, you will no longer be able to access your user data through the Services. However, if requested within thirty (30) days after the effective date of such cancellation, termination, or revocation, we will make available to you for download a file of your user data in comma separated value (.csv) format. After such thirty-day period, we shall have no obligation to maintain or provide any user data and may thereafter, unless legally prohibited, delete all user data in its systems or otherwise in its possession or under its control. The cost to provide you the user data pursuant to this section shall be $100.00 or such other updated fee to be determined by the company.
4. User Representations; Restrictions on Use of Services.
You represent and warrant to us that:
• You are at least 18 years of age;
• You will not use the Platform or the Services to violate any statute, law, rule, or regulation, to violate any agreement between the Company and you, or to otherwise violate the legal rights of the Company or any third person;
• All information provided by you to the Company is truthful, accurate, and complete;
• You are an authorized signatory of the credit or debit card, ACH account, or other payment method, if any, provided to the Company to pay the Fees, Taxes, purchase prices, and other charges;
• You have provided and will maintain accurate and complete registration information with us, including, without limitation, your legal name, address, and telephone number;
• You will not access or use the Services in order to gain competitive intelligence about us, the Services, or any product or service offered by us or to otherwise compete with us;
• You are in fact an authorized representative of the entity on behalf of which you purport to act; and
• You will comply with all the terms and conditions of this Agreement.
In addition to complying with any other posted terms and conditions applicable to your use of the Services, you agree that when using the Services, you will not:
• Harm any person(s) in any way;
• Use the Services or any Structure Tone Organization Content in any way or for any purpose that would violate, or would have the effect of violating, any applicable laws, rules, or regulations or any rights of any third parties, including without limitation, any law or right regarding any copyright, patent, trademark, trade secret, or other proprietary or property right, false advertising, telemarketing, unfair competition, defamation, invasion of privacy, rights of celebrity, or other federal or state law, rule, or regulation;
• Delete, modify, or attempt to change or alter any of the Structure Tone Organization Content or notices on the Services;
• Introduce into the Services any virus, rogue program, time bomb, drop dead device, back door, trojan horse, worm or other malicious or destructive code, software routines, denial of service attack, or equipment components designed to permit unauthorized access to the Services, or to otherwise harm other users, Structure Tone Organization Content, or any third parties, or perform any such actions;
• Use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform;
• Use the Services to commit fraud or conduct other unlawful activities or to impersonate any person or otherwise falsely state or misrepresent your relationship with a person;
• Access or attempt to access any other person’s account, information, or content without permission;
• Copy, modify, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which the Services is based;
• Use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or scraping the information contained on the Services for any reason;
• Frame or mirror any part of the Services;
• Connect to or access any Company computer system or network without authorization;
• Use any of our trademarks without approval, or remove or modify any copyright, trademark, or other intellectual property notice that appear on the Platform;
• Use the information in the Services to create or sell a similar service; or
• Attempt to, or permit or encourage any third party, to do any of the above.
In order to protect the integrity of the Services, we reserve the right at any time in our sole discretion to block users from certain IP addresses from accessing the Services. You may not use any technologies or processes to circumvent any IP blocks or other mechanism put in place by us to limit, restrict, or prevent access to the Services.
5. User-Generated Content
The Services may include features that allow you to upload, submit, or send content through the Services (e.g., reviews, ratings, photos, or comments) (“User Content”). This Section provides the terms and conditions governing your use of such features.
A. User Obligations and License; Intellectual Property.
You alone own and are solely responsible for your use of the Platform as well as any and all User Content you post, upload, or otherwise transmit (collectively, “Post”) through the Services and once Posted, it cannot always be withdrawn. By Posting User Content on the Services, you warrant and represent that you have the right to post such information and that such information is truthful and accurate.
B. License to User Content.
By submitting User Content to the Services, you grant, and represent and warrant that you have the right to grant, us a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable, and transferable license to use, reproduce, distribute, create derivative works of, adapt, display, and perform User Content in all media now known or hereafter created without attribution for any purpose. You hereby waive all moral rights to User Content.
C. Prohibited Content.
You agree that you will not use the Services to send, Post, or publish:
o Any content that is illegal, obscene, defamatory, threatening, harassing, abusive, slanderous, racially or ethnically offensive, hateful, or embarrassing to any other person or entity;
o Any review or rating that does not reflect your lawful, honest, and good faith opinion or disclose any material conflict of interest or relationship that might influence your opinion (e.g., if you are a paid endorser of a product that you review);
o Any message, data, code, or software that would violate our, or any third party, proprietary, or intellectual property rights, including unauthorized copyright text, images, programs, trade secrets, or other confidential or proprietary information, or use trademarks or service marks in an infringing fashion;
o Any personal information of a third party, or images that include a third party or depict a third party’s likeness, without the third party’s consent;
o Any advertisements or solicitations of business, chain letters, pyramid schemes, or bulk email lists or upload;
o Any materials that violate, could cause us or a third party to violate, or encourage us or a third party to violate any applicable law, statute, ordinance, or regulation; or
o Any content or communications intended to impersonate someone else.
D. Your Responsibility for User Content.
Your User Content is your sole responsibility and you assume all risks associated with your Posted User Content. Under no circumstances will we be liable in any way for User Content or for any loss or damage of any kind incurred as a result of the use of any of User Content. We further reserve the right to monitor, delete, or modify any User Content that it deems offensive, inappropriate, advertising, illegal, off-topic, or that otherwise violates this Agreement.
E. Communications Decency Act.
As provided in 47 U.S.C. § 230(c)(1), we are only a distributer, and not the publisher or speaker, of any User Content. As such, we cannot be held liable for making available any User Content that may be false or inaccurate. Any information or opinions contained in the User Content made available through the services are those of their respective authors alone. We do not guarantee the accuracy, completeness, or truthfulness of any User Content. Under no circumstances will we be responsible for any loss or damage resulting from any person’s reliance on any User Content.
F. Reservation of Rights.
Subject to Section 12 below regarding the Digital Millennium Copyright Act, we reserve the right to remove or not remove any User Content from the Services for any reason or no reason at all, in our sole discretion. This reservation includes the exclusive right to decide whether to publish, withdraw, postpone, or alter any User Content. We reserve the right, but do not undertake any affirmative obligation, to screen, monitor, or filter User Content.
G. Information Storage and Access.
H. Your Suggestions.
We welcome your comments regarding the Services and Structure Tone Organization Content, and our services. In addition to the license you grant to us, above, for User Content, if you elect to provide or make available suggestions, comments, ideas, improvements, or other information or materials (collectively, “Suggestions”) to us in connection with or related to the Services, Structure Tone Organization Content or our services (including any related technology), whether you send such Suggestions to us through the Services or through a separate communication channel, you grant us a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable, and transferable license under any and all rights in and to the Suggestions to use, reproduce, distribute, create derivative works of, adapt, display, perform, and otherwise exploit, and to make, have made, sell, offer to sell, and import any products and services incorporating or based on the Suggestions in any manner. Please do not send us such information or materials if you do not wish to grant us the rights set forth in this Section.
6. User Privacy.
7. Third-Party Websites and Services.
The Services may use or provide access to one or more third parties to process payments, process account or user registrations, or provide other services. Your interactions with any of these third parties is controlled by the terms and conditions imposed by those third parties. Any disputes arising regarding a third party’s services must be resolved directly between user and the third party. We disclaim all warranties or representations regarding any third-party services. The company, in its sole discretion, and without notice to you or any user, may subcontract any services related to the Services to be performed by a third party.
8. Disclaimer of Warranties.
EXCEPT AS WE OTHERWISE EXPRESSLY PROVIDE IN THIS AGREEMENT, THE SERVICES AND ALL RELATED SERVICES OF THE COMPANY ARE PROVIDED “AS IS.” USE OF THE SERVICES IS AT YOUR SOLE RISK. WE, OUR THIRD-PARTY LICENSORS, AND BUSINESS PARTNERS DO NOT WARRANT OR MAKE ANY PROMISES REGARDING THE CORRECTNESS, USEFULNESS, ACCURACY, AVAILABILITY, OR RELIABILITY OF: (i) YOUR USE OR THE RESULTS OF YOUR USE OF THE SERVICES; (ii) ANY ADVICE YOU GLEAN FROM THE SERVICES WHETHER PROVIDED BY US OR A THIRD PARTY; OR (iii) ANY OTHER CONTENT AVAILABLE THROUGH THE SERVICES. WE DO NOT PROMISE THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. WE GIVE NO WARRANTY OF ANY KIND, INCLUDING ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WE, OUR THIRD-PARTY LICENSORS, AND BUSINESS PARTNERS WILL HAVE NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY COMMUNICATION, OR CONTENT. WE DO NOT MAKE ANY REPRESENTATION OR WARRANTY CONCERNING ERRORS, OMISSIONS, DELAYS, OR DEFECTS IN THE SERVICES OR ANY INFORMATION SUPPLIED TO YOU VIA THE SERVICES, OR THAT FILES AVAILABLE THROUGH SERVICES ARE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT INCLUDE OR MANIFEST CONTAMINATING OR DESTRUCTIVE CHARACTERISTICS. WE ARE NOT A BACKUP SERVICE FOR STORING USER DATA, AND WE SHALL HAVE NO LIABILITY REGARDING ANY LOSS OF USER DATA. USERS ARE SOLELY RESPONSIBLE FOR CREATING BACKUPS OF ANY USER DATA UPLOADED USING THE ONLINE SERVICES.
WHILE WE USE COMMERCIALLY REASONABLE EFFORTS TO UPDATE THE SERVICES IN ACCORDANCE WITH CONTINUALLY CHANGING LAWS, CODES, STANDARDS, REQUIREMENTS, REGULATIONS (COLLECTIVELY, “LAWS”), INFORMATION, AND FORMS, USER MUST ALWAYS EXAMINE THE MOST CURRENT LAWS, INFORMATION, AND FORMS TO ENSURE THAT USER IS IN FULL COMPLIANCE WITH ANY AND ALL APPLICABLE LAWS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMERS, WE DO NOT WARRANT THAT USE OF THE SERVICES WILL RESULT IN USER’S COMPLIANCE WITH ANY APPLICABLE LAWS, AND USER UNDERSTANDS AND ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR ENSURING ITS COMPLIANCE WITH ANY AND ALL APPLICABLE LAWS. BY PROVIDING THE SERVICES, WE ARE NOT PROVIDING USER WITH LEGAL ADVICE.
THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THESE DISCLAIMERS MAY NOT APPLY TO YOU. ALL PRODUCTS YOU PURCHASE THROUGH THE SERVICES ARE SOLD BY THE SELLER AND NOT BY US.
9. Limitation of Liability
A. Services and Related Conduct.
NEITHER THE COMPANY, NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, BUSINESS PARTNERS, LICENSORS, EMPLOYEES, ASSIGNEES, AND SUCCESSORS-IN-INTEREST (COLLECTIVELY, THE “COMPANY PARTIES”), WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS, DEMANDS, OR CAUSES OF ACTION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS OR LOSS OF GOODWILL OR BUSINESS REPUTATION OR LOSS OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR OTHER INTANGIBLE LOSS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, RELATING TO THIS AGREEMENT, YOUR USE OF THE SERVICES, OR ANY INFORMATION YOU OBTAIN ON IT, OR ANY OTHER INTERACTION WITH THE SERVICES, AND YOU VOLUNTARILY AND UNEQUIVOCALLY WAIVE ANY LIABILITY OF THE COMPANY PARTIES. FURTHER, WE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO YOU AS A RESULT OF: (A) THE USE OF OR INABILTY TO USE THE PLATFORM OR THE SERVICES; (B) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER CAUSED BY YOUR ACCESS TO, USE, OR MISUSE OF THE SERVICES; (C) ANY RELIANCE, WHETHER DIRECTLY OR INDIRECTLY, PLACED BY YOU ON THE COMPLETENESS, ACCURACY, OR EXISTENCE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO, AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY FINANCIAL INSTITUTION, LENDER, LICENSOR, DISTRIBUTOR, FULFILLMENT CENTER, SUPPLIER, SPONSOR, OR ANY OTHER THIRD PARTY FOR WHOM YOU ARE ASKING PRODUCTS OR SERVICES; (D) ANY CHANGES THAT WE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); (E) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT, DATA, INFORMATION, AND/OR OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES; OR (F) YOUR FAILURE TO PROVIDE US WITH ACCURATE INFORMATION. WE ARE NOT AN INSURER WITH REGARD TO PERFORMANCE OF THE SERVICES. THE DISCLAIMER OF WARRANTIES AND THE LIMITATION OF LIABILITY AND REMEDY ARE A REFLECTION OF THE RISKS ASSUMED BY THE PARTIES IN ORDER FOR USER TO OBTAIN THE RIGHTS TO USE THE SERVICES AT THE SPECIFIED PRICE, IF ANY. USER AGREES TO ASSUME THE RISK FOR: (i) ALL LIABILITIES DISCLAIMED BY US CONTAINED HEREIN; AND (ii) ALL ALLEGED DAMAGES IN EXCESS OF THE AMOUNT, IF ANY, OF THE LIMITED REMEDY PROVIDED HERE UNDER. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES WILL BE TO STOP USING THE SERVICES.
B. The Company’s Maximum Liability for Any Claim.
IN ANY EVENT, THE MAXIMUM TOTAL LIABILITY OF THE COMPANY PARTIES, FOR ANY CLAIM WHATSOEVER RELATING IN ANY WAY TO THIS AGREEMENT OR YOUR USE OF THE SERVICES OR PURCHASE OF A PRODUCT THROUGH THE SERVICES OR YOUR USE OF ANY SUCH PRODUCT, INCLUDING CLAIMS FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, AND YOUR SOLE REMEDY, SHALL BE AN AWARD FOR DIRECT, PROVABLE DAMAGES NOT TO EXCEED ONE HUNDRED U.S. DOLLARS ($100.00 USD).
C. State Law Waiver.
In entering into this release you expressly waive any protections (whether statutory or otherwise), including Section 1542 of the California Civil Code if applicable (and any other comparable statute), that would otherwise limit the coverage of this release to include only those claims that you may know or suspect to exist in your favor at the time of agreeing to this release. Section 1542 of the California Civil Code reads as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
To the fullest extent permitted by applicable law, you agree to hold harmless, indemnify, and defend us from and against any and all claims (including liabilities, fines, damages, losses, costs, expenses, and reasonable attorneys’ fees) arising out of or relating to (i) your use of the Platform; (ii) your breach of any term or condition of this Agreement, (iii) your acts or omissions during use of the Services, or (iv) your unauthorized acts or omissions during use of the Services.
You will have the right to defend and compromise such claim at your expense for the benefit of the Company Parties; provided, however, you will not have the right to obligate the Company Parties in any respect in connection with any such settlement without the written consent of the indemnified party; provided, further, we will have the right to participate in the defense of such claim at its expense using counsel of its choice. Notwithstanding the foregoing, if you fail to assume your obligation to defend or if we elect to defend such claims itself, the Company Parties may do so to protect their interests and you will reimburse all costs incurred by the Company Parties in connection with such defense.
11. Agreement to Arbitrate and Prohibition on Class Actions
A. Choice of Law.
The validity, construction, and effect of this Agreement will be governed by the laws of the state of New York, without giving effect to that state’s conflict of laws rules. Any legal suit, action, or proceeding arising out of, or related to, the Agreement or the Platform, shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in Manhattan, New York, although we retain the right to bring any suit, action, or proceeding against you for breach of this Agreement in your country or county of residence, or any other relevant country or county. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
B. Arbitration Procedure.
If you have any issues or dispute with us you agree to first contact us at firstname.lastname@example.orgGo to mailto:email@example.com and attempt to resolve the dispute with us informally. All disputes arising out of, or relating to, this Agreement (including formation, performance, breach, enforceability, and validity of this Agreement), our operation of the Services, or a purchase made through the Services shall be resolved by final and binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will be held in Manhattan, New York or another location if we consent to such other location, which consent may be withheld in our sole discretion. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including any claim that all or any part of this Agreement is void or voidable. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
C. Waiver of Class Actions; Jury Trials.
We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. Class actions and class arbitration’s are prohibited. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial.
D. Limitation on Claims.
No action arising under this Agreement may be brought by User more than one (1) year after the cause of action has accrued.
E. Injunctive Relief.
Without prejudice to the agreement to resolve disputes in binding arbitration set forth in the previous paragraph, either party to this Agreement may obtain preliminary injunctive relief in a court of competent jurisdiction, for the purpose of enforcing any of the terms of this Agreement pending a final determination in arbitration or permanent relief for the purpose of enforcing arbitral awards.
12. Digital Millennium Copyright Act Procedure
We respect the intellectual property rights of others and comply with the safe harbor provisions of the Digital Millennium Copyright Act (“DMCA”). Anyone who believes that their work has been reproduced on the Services in a way that constitutes copyright infringement may notify our designated copyright agent in accordance with Title 17, United States Code, Section 512(c)(2), by providing the following information:
• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
• Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
• A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Notifications of claimed infringement should be forwarded to our designated agent as follows:
• Structure Tone Organization
c/o United Agent Group Inc.
15 North Mill Street
Nyack, New York 10960
• Alternate names the public may be likely to use to search for our designated agent include: Structure Tone.
After receiving a valid DMCA notification of claimed infringement, we will process and investigate the claim and will take appropriate actions under the DMCA, including expeditiously removing or disabling access to any material claimed to be infringing or claimed to be the subject of infringing activity. We will take reasonable steps promptly to notify the user who submitted the material that we have removed or disabled access to such material.
Counter-Notification. If you posted or submitted material to us that we removed or disabled access to pursuant to a DMCA notification of claimed infringement, and you believe your material is not infringing and the material was removed or disabled as a result of a mistake or misidentification, you may send a counter-notification containing the following information in writing to our designated agent listed above:
• Your physical or electronic signature;
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
• A statement under penalty of perjury that the you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
• Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the your address is outside of the United States, for any judicial district in which the Company may be found, and that you will accept service of process from the person who provided the notification of claimed infringement or an agent of such person.
If a valid counter-notification is received by our designated agent, we will send a copy of the counter-notification to the original complaining party informing that person that we will replace the removed material or cease disabling access to it in 10 business days. Unless our designated agent first receives notice from the original complaining party that such party has filed an action seeking a court order to restrain the alleged infringement, we will replace or restore access to the material in 10 to 14 business days after our designated agent’s receipt of the counter-notification, at our sole discretion.
We reserve the right, in our sole discretion, to terminate accounts for users that are deemed to be repeat copyright infringers.
14. Cooperation with Law Enforcement and Regulatory Bodies.
We have the right to fully cooperate with any law enforcement authorities, regulatory agencies, or court order requesting or directing us to disclose the identity or other information of anyone sharing information with us through the Platform. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY AND/OR ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY OR SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
15. Electronic Communication
16. Miscellaneous Terms
A. Term and Termination.
B. Complete Agreement.
C. Independent Contractors.
The parties and their respective personnel are and shall be independent contractors, and neither party by virtue of this Agreement shall have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party.
D. Force Majeure.
We shall not be liable for any failure to perform any services or other obligation related to this Agreement or the Services to the extent that performance of its obligations are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, or any other cause beyond our reasonable control.
If any portion of this Agreement is ruled invalid or otherwise unenforceable, it shall be deemed amended in order to achieve as closely as possible the same effect as originally drafted. Any invalid or unenforceable portion should be construed as narrowly as possible in order to give effect to as much of the Agreement as possible.
F. No Waivers.
Our failure to enforce or exercise any provision of this Agreement or related right will not constitute a waiver of that right or provision. This Agreement shall not be modified by any course of performance or course of dealing.
G. No Assignments and Transfers.
No rights or obligations under this Agreement may be assigned or transferred by you, either voluntarily or by operation of law, without our express prior written consent and in our sole discretion.
H. No Third-Party Beneficiaries.
Subject to Sections 9 and 10, nothing in this Agreement will confer upon any person or entity, other than the parties, any rights, remedies, obligations, or liabilities whatsoever.
You shall provide any notices to us under this Agreement by email or mail using the contact information provided below. Unless you tell us otherwise, or the law requires otherwise, you agree to receive all communications from us by email or through posting notices to your account. You are responsible for providing us with up to date contact information, which you may do by updating your account information through the Services or by sending a message to us via the contact information provided below. You agree that all communications that we send to you electronically satisfy any legal requirement that a communication be in writing. You may print the communications for your records.
17. Contact Us.
If you have any questions or need to contact us for any reason relating to this Agreement, please email: firstname.lastname@example.orgGo to mailto:email@example.com.
You may also send us mail at the following address:
Structure Tone Organization
330 W. 34th Street
New York, New York 10001