Last Updated: March 1, 2016
This agreement is a legally binding contract. It may change as our business changes, and you agree you will review it and any updates regularly. Your continued use of the Service after we make changes to these Terms means that you accept those changes.Binding Agreement. These Terms constitute a binding agreement between you and Powerlinx, Inc. and its affiliates and subsidiaries (“Powerlinx,” “we,” or “us”). “You” and “users” shall mean all visitors to the Service. You accept these Terms each time you access the Service or confirm acceptance through the required process. If you do not accept these Terms, then you must not use the Service.Revisions to the Terms. We may revise these Terms at any time by posting an updated version to the Service. Updated Terms are effective upon being posted to the Service. You should visit this page periodically to review the most current Terms. Your continued use of the Service after a change to these Terms constitutes your binding acceptance of these Terms. Notwithstanding the preceding sentences of this paragraph, no revisions to these Terms will apply to any dispute between you and Powerlinx that arose prior to the effective date of such revisions.The terms "post" and "posting" as used in these Terms shall mean the act of submitting, uploading, publishing, displaying, or any similar action on the Service.
Eligibility to Use the ServiceChildren. No part of the Service is directed to persons under the age of 13. IF YOU ARE UNDER 13 YEARS OF AGE, THEN PLEASE DO NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER. Agent of a Company, Entity, or Organization. If you are using the Service on behalf of a company, entity, or organization (collectively “Organization”), then you represent and warrant that you:
- are an authorized representative of that Organization;
- have the authority to bind that Organization to these Terms; and
- agree to be bound by these Terms on behalf of that Organization (as well as on your own behalf).
The ServiceScreening Users. Powerlinx does not screen its users or verify information communicated through the Service, though Powerlinx has the right to monitor such information. Powerlinx does not have responsibility for the conduct of such users, including the content of communications posted by users. Contact us at [email protected] to notify of us of inappropriate or illegal conduct or content you encounter on the Service, as we have the right to terminate a user account and remove content for any reason, to the fullest extent permitted under applicable law.Subscriptions. You may need a subscription to use certain services provided through the Service. For example, you may need a subscription for the Service to make your introduction to another user (“Introduction”). Subscriptions last one year from the sign-up date, and they automatically renew for successive annual terms until cancelled by you as further described below. Subscriptions may provide you with a certain number of Introductions. If you have reached your Introductions cap before your subscription period has expired, then you may keeping using the Service for the remainder of such subscription period. However, if you want to obtain more Introductions, then you must purchase more Introductions or upgrade your subscription.You are responsible for all fees charged to make payments using payment processors through the Service.We provide annual subscriptions to the Service, and you are billed for these subscriptions either monthly or annually, whichever billing option you select at the time of purchase.You Agree To Pay Powerlinx For Your Selected Service Subscription and Other Purchases. You agree to pay for the subscription that you select for the Service and any other purchases you agree to make on the Service.Monthly and Annual Invoicing. We provide annual subscriptions, and allow you to choose to pay for your subscription either monthly or annually in advance. You authorize us to automatically charge the payment method our service provider has on file for your monthly or annual payments, based on the billing option you select at the time of checkout.Your subscription to the Service will automatically renew for successive annual periods once your subscription expires until you cancel your subscription. We will charge you the then-current price for any renewal subscription at the beginning of the renewal subscription period.We will provide you with a renewal notice before charging you for a subscription renewal.You may cancel your subscription at any time, after which we will not renew your subscription.Annual Auto-Renewal. YOU MUST PAY FOR YOUR SUBSCRIPTION TO THE SERVICE PRIOR TO USING THE SERVICE. BY PURCHASING A SUBSCRIPTION TO THE SERVICE, YOU AGREE THAT, ONCE YOUR SUBSCRIPTION EXPIRES, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR SUCCESSIVE ANNUAL PERIODS UNLESS YOU CANCEL YOUR SUBSCRIPTION AS FURTHER DESCRIBED BELOW. YOU AUTHORIZE POWERLINX TO CHARGE THE PAYMENT METHOD THAT OUR SERVICE PROVIDER HAS ON FILE FOR YOU TO PAY FOR ANY RENEWAL SUBSCRIPTION. YOU WILL BE BILLED FOR THE SAME SUBSCRIPTION PLAN (OR THE MOST SIMILAR SUBSCRIPTION PLAN, IF YOUR PRIOR PLAN IS NO LONGER AVAILABLE) AT THE THEN-CURRENT ANNUAL SUBSCRIPTION PRICE PLUS ANY APPLICABLE TAXES. IF YOU PAY FOR YOUR SUBSCRIPTION ON A MONTHLY BASIS, THEN WE WILL PROCESS YOUR PAYMENTS FOR ANY RENEWAL SUBSCRIPTION USING THE SAME BILLING CYCLE AS YOUR CURRENT SUBSCRIPTION. IN OTHER WORDS, IF WE PROCESS YOUR PAYMENT FOR YOUR CURRENT SUBSCRIPTION ON THE 20TH OF EACH MONTH, THEN WE WILL CONTINUE TO PROCESS YOUR PAYMENT ON THAT DAY FOR ANY RENEWAL SUBSCRIPTION. IF YOU PAY FOR YOUR CURRENT SUBSCRIPTION ON AN ANNUAL BASIS, THEN WE WILL PROCESS YOUR PAYMENT FOR ANY RENEWAL SUBSCRIPTION APPROXIMATELY 10 DAYS BEFORE THE BEGINNING OF ANY SUCH RENEWAL SUBSCRIPTION. WE WILL SEND YOU A NOTICE BEFORE WE PROCESS YOUR PAYMENT FOR ANY RENEWAL SUBSCRIPTION. ADDITIONAL TERMS AND CONDITIONS MAY APPLY UPON RENEWAL, AND SUBSCRIPTION FEES MAY CHANGE AT ANY TIME, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.Renewal Notice. WE WILL SEND YOU AN EMAIL NOTIFYING YOU THAT YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED BEFORE YOUR SUBSCRIPTION EXPIRES AND ANY PAYMENT IS PROCESSED FOR THE RENEWAL SUBSCRIPTION USING YOUR SELECTED PAYMENT METHOD. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT THE EMAIL ADDRESS ASSOCIATED WITH YOUR ACCOUNT IS ACCURATE.Cancellation Refund Policy. YOU MAY CANCEL YOUR SUBSCRIPTION TO THE SERVICE AT ANY TIME, AFTER WHICH WE WILL NOT RENEW YOUR SUBSCRIPTION. IF YOU CANCEL YOUR SUBSCRIPTION WITHIN 10 DAYS FROM THE DATE ON WHICH YOUR SUBSCRIPTION IS RENEWED, THEN WE WILL PROVIDE YOU WITH A FULL REFUND OF ANY RENEWAL FEES. PLEASE CONTACT [email protected] TO DISPUTE A CHARGE, CANCEL YOUR SUBSCRIPTION, OR REQUEST A REFUND. FOR THE AVOIDANCE OF DOUBT, YOU DO NOT HAVE A RIGHT OF WITHDRAWAL, BUT YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME AS DESCRIBED ABOVE.Existing Introductions after Renewal. If you do not use all of your Introductions during a subscription period, then the remaining Introductions will transfer to your new subscription period. For example, if you have ten Introductions remaining at the end of your subscription, and you renew your subscription for 120 Introductions, then we will add the remaining ten Introductions to your account so that you have a total of 130 Introductions.We use third-party payment processors. You agree to pay any fees associated with such payment processing.We do not guarantee any particular form of payment will be available to make a payment.Third-Party Payment Processors. Powerlinx currently uses third-party payment processors for electronic commerce. Currently, Powerlinx uses Stripe and HiPay only for the following currency DZD, TND, MAD, FCFA (HiPay is the third-party payment processors of Powerlinx's partner : ALTARES – D&B, 55 avenue des Champs Pierreux 92012 Nanterre Cedex France. A joint-stock company with a shared capital of 2,404,714.02 €, registered in the Trade and Companies Register of Nanterre under number B 572 014 199, Intra-community VAT Number FR89 572 014 199), however this may change without notice. Our third-party e-commerce payment processor accepts payments through methods detailed on the applicable payment screen, which may include various credit cards. By using such third-party payment processors, you agree to their terms and conditions of use. Such third parties may charge fees to process payments.Pre-Authorization. When you provide a credit card number to pay for a subscription to use the Service, we, through our third-party payment processor, may seek pre-authorization of your credit card account prior to your purchase. This preauthorization will verify the credit card is valid and/or has the necessary funds or credit available to cover your required payment. These pre-authorizations will reduce your available balance by the authorization amount until it is released or reconciled with the actual charge. Please contact your card issuer if you have additional questions regarding when an authorization amount will be removed from your statement.Availability of Certain Forms of Payment. Powerlinx makes no representations or warranties about the continued availability of any particular form of payment method made available for use with the Service.Timing of Payment. Payment occurs within a reasonable time of the transaction or shortly thereafter.
If you renew your subscription, then you may be subject to additional or superseding terms and conditions.You May Need to Agree to Additional Terms or Agreements. You acknowledge that you may be required to agree to additional or superseding terms or agreements if your subscription is automatically renewed as described above. For example, if you would like a subscription to the Service that is different from Powerlinx’s standard subscription, then you may be required to agree to an additional set of terms.Powerlinx does not provide any guarantees about other users or your success on the Service.Powerlinx does not provide any professional advice and is not your agent. You are solely responsible for your decision to meet, communicate with, and transact with other Service users.Powerlinx is not a party to any transactions made among users of the Service.No Guarantees. You agree that Powerlinx does not make any guarantees regarding the quality or suitability of potential Introductions or the results of any Introductions made through the Service.Powerlinx Does Not Provide Advice. Powerlinx provides a platform for users to meet and communicate among themselves. Powerlinx may introduce one user to another, but it does not provide any legal, financial, tax, or other advice to users and should not be a substitute for professional advice.You Are Responsible for Assessing Whether to Transact with Other Users. You agree that your account will be self-directed and that you are solely responsible and you accept all risk associated with all activity, transactions, and agreements you choose to make with users of the Service. Powerlinx shall not be liable for any decisions made based upon content available on the Service.Powerlinx Is Not Your Agent. Your use of the Service does not create an agency relationship with Powerlinx.Powerlinx Is Not a Party to Transactions Among Users. Powerlinx is not a party to any transactions you complete with other users, does not facilitate transactions as your agent, and will not assist in the preparation, correction, or filing of any documentation related to any transaction. You are responsible for collecting, reporting, and remitting any applicable taxes to the appropriate tax authorities related to any transactions with other users. Powerlinx is not responsible for determining whether taxes apply to your transactions with other users, or for collecting, reporting, or remitting any taxes arising from any such transaction.
You may not use the Service to spam other users.No SPAM. You agree that your use of the Service shall not include sending unsolicited marketing messages or broadcasts (i.e., spam). Powerlinx will utilize any means possible to block spammers and abusers from using the Service. If you believe spam originated from the Service, then please email us immediately at [email protected].com.
Account SecurityYou are responsible for your log-in credentials and for keeping your information accurate. You must immediately notify Powerlinx of any suspected or actual unauthorized use of your account.You are responsible for any activity resulting from the use of your log-in credentials on the Service.You represent and warrant that the information you provide to Powerlinx when using the Service and at all other times will be true, accurate, current, and complete.You are responsible for safeguarding the password you use to access the Service, and you agree to preserve the confidentiality of your password, prevent unauthorized access to or use of the Service or any device you use to access the Service, and prevent disclosure of your password to any third party.You must immediately notify Powerlinx of any suspected or actual unauthorized use of your account. You will be solely responsible for the use or misuse of your account and any losses incurred by Powerlinx or others due to any unauthorized use of your account, to the fullest extent permitted under applicable law.
Powerlinx may communicate with you by email or posting notice on the Service. You may request that we provide notice of security breaches in writing.You agree to receive email from us at the email address you provided to us for customer service-related purposes.Electronic Notices. By using the Service or providing personal information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Service. If we learn of a security system’s breach, then we may attempt to notify you electronically by posting a notice on the Service or sending an email to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at [email protected].
Powerlinx’s Content Ownership and Use
Powerlinx owns or has rights to all of the content we make available through the Service, but you may use it as you use the Service. You cannot use our logo without our written permission.The contents of the Service include: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other Powerlinx content (collectively, “Powerlinx Content”). All Powerlinx Content and the compilation (meaning the collection, arrangement, and assembly) of all Powerlinx Content are the property of Powerlinx or its licensors and are protected under copyright, trademark, and other laws.License to You. We authorize you, subject to these Terms, to access and use the Service and the Powerlinx Content solely for the purposes described in the first paragraph of these Terms, at our discretion. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause, to the fullest extent permitted under applicable law. Unauthorized use of the Powerlinx Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademark, service mark, and other proprietary notices contained in the original Powerlinx Content on any copy you make of the Powerlinx Content.Powerlinx Marks. “Powerlinx,” the Powerlinx logo, and other Powerlinx logos and product and service names or marks are or may be trademarks of Powerlinx (the “Powerlinx Marks”). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use the Powerlinx Marks in any manner.
Intellectual Property Policy
Tell us if you think a user has violated your intellectual property rights using the Service, or if you think someone incorrectly reported that you violated his or her intellectual property rights.Overview and Repeat Infringer Policy. Powerlinx respects the intellectual property of others and takes the protection of intellectual property very seriously, and we ask you to do the same. Infringing activity will not be tolerated on or through the Service. Our intellectual property policy is to (i) remove or disable access to material that we believe in good faith, upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third party by being made available on or through the Service; and (ii) remove any User Content uploaded to the Service by “repeat infringers.” Powerlinx considers a “repeat infringer” to be any user that has uploaded User Content or Creative Ideas (as defined below) to or through the Service and about whom Powerlinx has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512 (or other equivalent notices under applicable law) with respect to such User Content or Creative Ideas. Powerlinx has discretion, however, to terminate the account of any user after receipt of a single notification of claimed infringement or upon Powerlinx’s own determination.Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a “Notification of Claimed Infringement” containing the following information to the designated agent identified below. Powerlinx may share your Notification of Claimed Infringement with the user alleged to have infringed a right you own or control, and you consent to Powerlinx making such disclosure. Your communication must include substantially the following:
- A physical or electronic signature of a person authorized to act on behalf of the owner of the material(s) that has/have been allegedly infringed;
- Identification of the material allegedly being infringed, or, if multiple materials are covered by a single notification, then a representative list of such works;
- Identification of the specific 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 Powerlinx to locate the material on the Service;
- Information reasonably sufficient to permit Powerlinx to contact you, such as your name, address, telephone number, and email address;
- A statement that you have 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 you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Suggestions and SubmissionsWe appreciate hearing from our users and welcome your comments regarding the Service. Please be advised, however, that, to the fullest extent permitted under applicable law, if you send us creative ideas, suggestions, inventions, or materials (collectively, “Creative Ideas”), then:
- You irrevocably grant to Powerlinx a perpetual license to reproduce, distribute, create derivative works of, publicly perform, publicly display and otherwise use and exploit the Creative Ideas and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind;
- Powerlinx will not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any Creative Ideas; and
- Powerlinx will have no obligation to review, consider, or implement your Creative Ideas, or to return to you all or part of any Creative Ideas for any reason.
User Content Disclaimers, Limitations, and Prohibitions
You are responsible for your actions when using and relying on the Service or content available on the Service.We do not represent or guarantee the truthfulness, accuracy, or reliability of User Content. You accept that any reliance on material posted by other users or third-party service providers will be at your sole risk. By using the Service you accept the risk that you might be exposed to content that is objectionable or otherwise inappropriate.You are solely responsible for posting your User Content on the Service. Powerlinx does not endorse any, nor is it responsible for, User Content on the Service. You assume all risks associated with your User Content, including anyone’s reliance on its quality, accuracy, or reliability. You may expose yourself to liability if, for example, your User Content contains material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation.
Do not do bad things with the Service, try to break it, or steal our hard work.You agree to use the Service only for the purposes described in the first paragraph of these Terms. You must use the Service in compliance with all privacy, data protection, intellectual property, and other applicable laws. The following uses of the Service are prohibited. You may not:
- attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to the Service, user accounts, or the technology and equipment supporting the Service;
- frame or link to the Service without permission;
- use data mining, robots, or other data gathering devices on or through the Service;
- post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity;
- disclose personal information about another person or harass, abuse, or post objectionable material;
- sell, transfer, or assign any of your rights to use the Service to a third party without our prior express written consent;
- post advertising or marketing links or content, except as specifically allowed by these Terms;
- use the Service in an unlawful or illegal way or commit an illegal act in relation to the Service or that otherwise results in fines, penalties, and other liability to Powerlinx or others;
- access the Service from a jurisdiction where it is illegal or unauthorized; or
- access or use (or attempt to access or use) the Service in any way that violates these Terms.
Consequences of Violating These Terms
If you do not act acceptably, then we may prohibit your use of the Service.We reserve the right to suspend or terminate your account and prevent access to the Service for any reason, at our discretion, to the fullest extent permitted under applicable law. We reserve the right to refuse to provide the Service to you in the future.Powerlinx may review and remove any User Content at any time for any reason, including for activity which, in its sole judgment: violates these Terms; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive, illegal or otherwise objectionable; or violates the rights of, or harms or threatens the safety of, users of the Service.You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms and your use of the Service.
We are not liable for the actions of users when they use the Service. We may also change the Service at any time and are not liable for how this may affect you. We do not guarantee the quality or accuracy of any content you view using the Service or other websites.Changes to the Service. To the fullest extent permitted under applicable law, we may change, suspend, or discontinue, whether temporarily or permanently, any aspect or feature of the Service at any time, including hours of operation or availability of the Service, without notice or liability.User Disputes. We are not responsible for any disputes or disagreements between you and any third party you interact with when using the Service, such as other users. You assume all risks associated with dealing with such third parties. You agree that you are solely responsible for resolving disputes with such third parties and that you will not involve us in any such disputes. You hereby release the Released Parties (defined below) of all claims, demands, and damages arising from any dispute that you may have with any third party arising from your use of the Service. Use caution and common sense when using the Service. Content Accuracy. We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the Service. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third-party products or services obtained through the Service. You use the Service at your sole risk.Third-Party Websites. The Service may include links to third party websites and applications. You are responsible for evaluating whether you want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and we disclaim all liability arising from your use of them.Third-Party Functionality. The Service may allow you to use third-party content and functionality. You use such content or functionality subject to such third parties’ terms and conditions.We make no promises and disclaim all liability of specific results from the use of the Service, to the fullest extent permitted under applicable law.Released Parties Defined. “Released Parties” include Powerlinx and its affiliates, officers, employees, agents, partners, licensors, successors and assigns.
- DISCLAIMER OF WARRANTIES
You use the Service at your sole risk. We make no warranties or guarantees.TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (I) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (WITHOUT PREJUDICE TO WARRANTIES IMPLIED BY LAW, SUCH AS LEGAL GUARANTEES OF CONFORMITY FOR GOODS IN THE EU), WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SERVICE, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (II) THE RELEASED PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY GOODS OR SERVICES AVAILABLE ON THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (E) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; OR (III) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR SOLE DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
- LIMITATION OF LIABILITY AND INDEMNIFICATION
To the fullest extent permitted under applicable law, we are not liable for anything that happens to you involving the Service. If you use the Service in a way that causes us to be included in litigation, then you agree to pay all legal fees and costs for the Released Parties.TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF POWERLINX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE Service; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE Service; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE Service; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (vi) ANY OTHER MATTER RELATING TO THE Service. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.TO THE FULLEST EXTENT POSSIBLE BY LAW, THE RELEASED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE Service OR YOUR USE OF POWERLINX CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100.You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) your use of or reliance on any third-party content; (ii) your use of or reliance on any Powerlinx Content; or (iii) your breach of these Terms. We shall provide notice to you promptly of any such claim, suit, or proceeding.
- DISCLAIMER OF WARRANTIES
General TermsThese Terms constitute the entire agreement between you and Powerlinx concerning your use of the Service. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, then the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. The Section titles and annotations in these Terms are for convenience only and have no legal or contractual effect.
Arbitration, Class Waiver, and Waiver of Jury Trial
We are located in New York, so all disputes must be resolved there. To the fullest extent permitted under applicable law, we will use arbitration to resolve any problems, and you cannot join a class action lawsuit or obtain a jury trial for any disputes you have with us related to your use of the Service.Mandatory Arbitration. Please read this Section carefully. YOU AND POWERLINX, AND EACH OF OUR RESPECTIVE AGENTS, CORPORATE PARENTS, SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS AND ASSIGNS, AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, UNLESS YOU ARE LOCATED IN A JURISDICTION THAT PROHIBITS THE EXCLUSIVE USE OF ARBITRATION FOR DISPUTE RESOLUTION. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Please visit www.adr.org for more information about arbitration.Commencing Arbitration. A party intending to seek arbitration must first send to the other, by an international courier with a tracking mechanism, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address provided by you to Powerlinx, via any other method available to Powerlinx, including via e-mail. The Notice to Powerlinx must be addressed to 350 Fifth Avenue, Suite 7610, New York, NY 10118, Attn: Chief Executive Officer (the “Arbitration Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (the “Demand”). If you and Powerlinx do not reach an agreement to resolve the claim within 30 days after the Notice is received, then you or Powerlinx may commence an arbitration proceeding as set forth below or file a claim in small claims court. THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) WILL ADMINISTER THE ARBITRATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE “Rules”), AS MODIFIED BY THESE TERMS. The Rules and AAA forms are available online at http://www.adr.org. If you are required to pay a filing fee to commence an arbitration against Powerlinx, then Powerlinx will promptly reimburse you for your confirmed payment of the filing fee upon Powerlinx’s receipt of a Notice at the Arbitration Notice Address that you have commenced arbitration along with a receipt evidencing payment of the filing fee, unless your Demand is equal to or greater than $1,000 or was filed in bad faith, in which case you are solely responsible for the payment of the filing fee.Arbitration Proceeding. The arbitration will be in English. A single independent and impartial arbitrator with his or her primary place of business in New York, New York will be appointed pursuant to the Rules, as modified herein. You and Powerlinx agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (i) the arbitration will be conducted online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (ii) the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (iii) any judgment on the award the arbitrator renders may be entered in any court of competent jurisdiction.No Class Actions. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND POWERLINX AGREE THAT YOU AND POWERLINX 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. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION WILL BE NULL AND VOID.Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator will issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings will be closed to the public and confidential, and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator will be in writing and will include a statement setting forth the reasons for the disposition of any claim. The arbitrator will apply the laws of the State of New York in conducting the arbitration. You acknowledge that these terms and your use of the Service evidences a transaction involving interstate commerce. The United States Federal Arbitration Act will govern the interpretation, enforcement, and proceedings pursuant to this Section XIII in these Terms.Equitable Relief. The foregoing provisions of this Section XIII do not apply to any claim in which either party seeks equitable relief to protect such party's copyrights, trademarks, or patents. For the avoidance of doubt, however, you acknowledge that, in the event Powerlinx or a third party breaches these Terms, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against Powerlinx, and your only remedy will be for monetary damages, subject to the limitations of liability set forth in these Terms.Claims. You and Powerlinx agree that, notwithstanding any other rights a party may have under law or equity, any cause of action arising out of or related to these Terms or the Service, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.Improperly Filed Claims. All claims you bring against Powerlinx must be resolved in accordance with this Section. All claims filed or brought contrary to this Section will be considered improperly filed. Should you file a claim contrary to this Section, Powerlinx may recover attorneys’ fees and reimbursement of its costs, provided that Powerlinx has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.Modifications. In the event that Powerlinx makes any future change to the “Mandatory Arbitration” paragraph set forth above (other than a change to Powerlinx’s Arbitration Notice Address), you may reject any such change by sending us written notice within thirty (30) days of the change to Powerlinx’s Arbitration Notice Address, in which case your account with Powerlinx and your license to use the Service will terminate immediately, and this Section, as in effect immediately prior to the amendments you reject, will survive the termination of these Terms.Enforceability. If only the “No Class Actions” paragraph above or the entirety of this Section XIII is found to be unenforceable, then the entirety of this Section XIII will be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section XIV will govern any action arising out of or related to these Terms.
Governing Law; Choice of Forum.The laws of the State of New York, excluding its conflicts of law rules, govern these Terms and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws. To the extent that any action relating to any dispute hereunder is permitted to be brought in a court of law, such action will be subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and you hereby irrevocably submit to personal jurisdiction in such courts, and waive any defense of inconvenient forum.
Terms Specific to the AppMobile Services. The App will be accessible via your mobile devices (collectively, “Mobile Services”). Your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all mobile carriers or devices. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Services, and how much they will cost you. Nevertheless, all use of the App and the related Mobile Services must be in accordance with these Terms.Apple Notice. You acknowledge that these Terms are between you and Powerlinx only, not with Apple, and Apple is not responsible for the App or any content within the App. Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, then you may notify Apple and Apple will refund the purchase price for the relevant App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights. You agree to comply with any applicable third party terms when using the App. Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms. You hereby represent and warrant that (A) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (B) you are not listed on any U.S. Government list of prohibited or restricted parties. If we provide a translation of the English language version of these Terms, then the translation is provided solely for convenience, and the English version will prevail.Open Source. The App may contain certain open source software. Each item of open source software is subject to its own applicable license termsContact InformationPowerlinx Inc. Empire State Building, Suite 7610 350 Fifth Avenue New York, NY 10118 [email protected]