You
and the Site agree that we may access, store, process, and use any information and
personal data that you provide following the terms of the Privacy Policy and your
choices (including settings).
By
submitting suggestions or other feedback regarding the Site, you agree that we can use
and share such feedback for any purpose without compensation to you.
We
do not assert any ownership over your Contributions. You retain full ownership of all of
your Contributions and any intellectual property rights or other proprietary rights
associated with your Contributions. We are not liable for any statements or
representations in your Contributions provided by you in any area on the Site. You are
solely responsible for your Contributions to the Site and you expressly agree to
exonerate us from any and all responsibility and to refrain from any legal action
against us regarding your Contributions.
You
acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or
other information regarding the Site ("Submissions") provided by you to us are
non-confidential and shall become our sole property. We shall own exclusive rights,
including all intellectual property rights, and shall be entitled to the
unrestricted use and dissemination of these Submissions for any lawful purpose,
commercial or otherwise, without acknowledgment or compensation to you. You hereby
waive all moral rights to any such Submissions, and you hereby warrant that any such
Submissions are original with you or that you have the right to submit such
Submissions. You agree there shall be no recourse against us for any alleged or
actual infringement or misappropriation of any proprietary right in your
Submissions.
11. U.S.
GOVERNMENT RIGHTS
Our
services are “commercial items” as defined in Federal Acquisition Regulation
(“FAR”) 2.101. If our services are acquired by or on behalf of any agency not
within the Department of Defense (“DOD”), our services are subject to the terms
of these
Terms and Conditions
in accordance with FAR 12.212
(for computer software) and FAR 12.211 (for technical data). If our services are
acquired by or on behalf of any agency within the Department of Defense, our
services are subject to the terms of these
Terms and Conditions
in accordance with Defense
Federal Acquisition Regulation (“DFARS”) 227.7202-
3.
In addition, DFARS 252.227-7015
applies to technical data acquired by the DOD. This U.S. Government Rights
clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or
provision that addresses government rights in computer software or technical
data under these
Terms and Conditions
.
We
reserve the right, but not the obligation, to: (1) monitor the Site for violations
of these
Terms and Conditions
; (2) take appropriate legal action
against anyone who, in our sole discretion, violates the law or these
Terms and Conditions
, including without
limitation, reporting such user to law enforcement authorities; (3) in our sole
discretion and without limitation, refuse, restrict access to, limit the
availability of, or disable (to the extent technologically feasible) any of
your Contributions or any portion thereof; (4) in our sole discretion and
without limitation, notice, or liability, to remove from the Site or otherwise
disable all files and content that are excessive in size or are in any way
burdensome to our systems; and (5) otherwise manage the Site in a manner
designed to protect our rights and property and to facilitate the proper
functioning of the Site.
These
Terms and Conditions
shall remain in full force and
effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE
TERMS AND CONDITIONS
, WE RESERVE THE RIGHT TO, IN OUR
SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE
(INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO
REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR
COVENANT CONTAINED IN THESE
TERMS AND CONDITIONS
OR OF ANY APPLICABLE LAW OR
REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE
YOUR
ACCOUNT AND
ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN
OUR SOLE DISCRETION.
If we
terminate
or suspend your account for any reason, you are prohibited from registering and
creating a new account under your name, a fake or borrowed name, or the name of
any third party, even if you may be acting on behalf of the third party. In
addition to terminating or suspending your account, we reserve the right to
take appropriate legal action, including without limitation pursuing civil,
criminal, and injunctive redress.
15. MODIFICATIONS AND
INTERRUPTIONS
We
reserve the right to change, modify, or remove the contents of the Site at any time
or for any reason at our sole discretion without notice. However, we have no
obligation to update any information on our Site. We also reserve the right to
modify or discontinue all or part of the Site without notice at any time. We will
not be liable to you or any third party for any modification, price change,
suspension, or discontinuance of the Site.
We
cannot guarantee the Site will be available at all times. We may experience
hardware, software, or other problems or need to perform maintenance related to the
Site, resulting in interruptions, delays, or errors. We reserve the right to change,
revise, update, suspend, discontinue, or otherwise modify the Site at any time or
for any reason without notice to you. You agree that we have no liability whatsoever
for any loss, damage, or inconvenience caused by your inability to access or use the
Site during any downtime or discontinuance of the Site. Nothing in these
Terms and Conditions
will be construed to obligate us to
maintain and support the Site or to supply any corrections, updates, or releases in
connection therewith.
These
Terms and Conditions
and your use of the Site are
governed by and construed in accordance with the laws of
the State
of
Georgia
applicable
to agreements made and to be entirely performed within
the State of
Georgia
, without regard to its conflict of law principles.
To expedite resolution and
control the cost of any dispute, controversy, or claim related to these
Terms and Conditions
(each "Dispute" and collectively, the
“Disputes”) brought by either you or us (individually, a “Party” and collectively, the
“Parties”), the Parties agree to first attempt to negotiate any Dispute (except those
Disputes expressly provided below) informally for at least thirty (30)
days before initiating arbitration. Such informal negotiations commence upon
written notice from one Party to the other Party.
If
the
Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those
Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration.
YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY
TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of
the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary
Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the
AAA website www.adr.org. Your arbitration fees and your share of arbitrator
compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA
Consumer Rules.
The arbitration may be conducted in person, through the
submission of documents, by phone, or online. The arbitrator will make a decision in
writing, but need not provide a statement of reasons unless requested by either Party. The
arbitrator must follow applicable law, and any award may be challenged if the arbitrator
fails to do so. Except where otherwise required by the applicable AAA rules or applicable
law, the arbitration will take place in
United States,
Georgia
. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration,
stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award
entered by the arbitrator.
If for any reason, a Dispute
proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts
located in
United States
,
Georgia
, and the Parties hereby consent to, and waive all defenses of lack of personal
jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such
state and federal courts
. Application of the United Nations Convention on Contracts for the International Sale of
Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these
Terms and Conditions
.
In no
event shall any Dispute brought by either Party related in any way to the Site be commenced more
than one (1) years after the cause of action arose. If this provision is found to be illegal or
unenforceable, then neither Party will elect to arbitrate any Dispute falling within that
portion of this provision found to be illegal or unenforceable and such Dispute shall be decided
by a court of competent jurisdiction within the courts listed for jurisdiction above, and the
Parties agree to submit to the personal jurisdiction of that court.
Restrictions
The Parties agree that any arbitration shall be limited to the Dispute
between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be
joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on
a class-action basis or to utilize class action procedures; and (c) there is no right or authority for
any Dispute to be brought in a purported representative capacity on behalf of the general public or any
other persons.
Exceptions to Informal
Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to
the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking
to enforce or protect, or concerning the validity of, any of the intellectual property rights of a
Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy,
or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal
or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of
this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of
competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit
to the personal jurisdiction of that court.
18. CORRECTIONS
There may be information on the Site that contains typographical errors,
inaccuracies, or omissions, including descriptions, pricing, availability, and various other
information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or
update the information on the Site at any time, without prior notice.
19. DISCLAIMER
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR
USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE
DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF,
INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR
COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME
NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS,
(2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE
OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL
INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF
TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE
TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT
AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT
POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR
ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE
SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER
ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION
BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR
SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION
WHERE APPROPRIATE.
20. LIMITATIONS OF LIABILITY
IN NO EVENT
WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT,
INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT,
LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU
FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES
BE LIMITED TO
THE LESSER OF THE AMOUNT PAID, IF
ANY, BY YOU TO US
DURING THE
ONE (1)
MONTH
PERIOD PRIOR TO ANY CAUSE OF ACTION
ARISING
OR
$147.00 USD
.
CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO
NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR
LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR
ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU,
AND YOU MAY HAVE ADDITIONAL RIGHTS.
21. INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our
subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and
against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and
expenses, made by any third party due to or arising out of:
(1) use of the Site; (2) breach of these
Terms and Conditions
; (3) any breach of your representations and warranties
set forth in these
Terms and Conditions
; (4) your violation of the rights of a third party,
including but not limited to intellectual property rights; or (5) any overt harmful act toward any other
user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the
right, at your expense, to assume the exclusive defense and control of any matter for which you are
required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims.
We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject
to this indemnification upon becoming aware of it.
22. USER DATA
We will maintain certain data that you transmit to the Site for the purpose
of managing the performance of the Site, as well as data relating to your use of the Site. Although we
perform regular routine backups of data, you are solely responsible for all data that you transmit or
that relates to any activity you have undertaken using the Site. You agree that we shall have no
liability to you for any loss or corruption of any such data, and you hereby waive any right of action
against us arising from any such loss or corruption of such data.
23. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND
SIGNATURES
Visiting the Site, sending us
emails, and completing online forms constitute electronic communications. You consent to receive
electronic communications, and you agree that all agreements, notices, disclosures, and other
communications we provide to you electronically, via email and on the Site, satisfy any legal
requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC
SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES,
AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any
rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any
jurisdiction which require an original signature or delivery or retention of non-electronic records,
or to payments or the granting of credits by any means other than electronic means.
24. CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the
Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer
Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone
at (800) 952-5210 or (916) 445-1254.
25. MISCELLANEOUS
These
Terms and Conditions
and any policies or operating rules posted by us on the
Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our
failure to exercise or enforce any right or provision of these
Terms and Conditions
shall not operate as a waiver of such right or
provision. These
Terms and Conditions
operate to the fullest extent permissible by law. We
may assign any or all of our rights and obligations to others at any time. We shall not be responsible
or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable
control. If any provision or part of a provision of these
Terms and Conditions
is determined to be unlawful, void, or unenforceable,
that provision or part of the provision is deemed severable from these
Terms and Conditions
and does not affect the validity and enforceability of
any remaining provisions. There is no joint venture, partnership, employment or agency relationship
created between you and us as a result of these
Terms and Conditions
or use of the Site. You agree that these
Terms and Conditions
will not be construed against us by virtue of having
drafted them. You hereby waive any and all defenses you may have based on the electronic form of these
Terms and Conditions
and the lack of signing by the parties hereto to
execute these
Terms and Conditions
.
26. CONTACT US
In order to
resolve a complaint regarding the Site or to receive further information regarding use of the Site,
please contact us at:
M2seeyouatthebank
United States
info@ m2seeyouatthebank.com