Terms of Service
Welcome, and thank you for your interest in Clineeds.com (“Clineeds” “us” or “we”) and our services made available through the websites (the "Website" or the “Site”) and the online or mobile applications and tools (collectively, the “Apps,” together with the Site, the “Service”). The following Terms of Service are a legally binding contract between you and Clineeds regarding your use of the Service. Clineeds.com is owned and operated by Rishi Garg.
Clineeds is a platform that connects health care providers all over the world, helping them find and lease clinic space to practice healthcare. We strive to make it as easy as possible for healthcare providers across the globe to broaden their service area, use their space efficiently, and continue to deliver excellent care in a cost effective manner. Clineeds does not own, sell, resell, furnish, provide, rent, sublet, license, manage or control any space or have any other interest in real property. All transactions resulting from your use of the Service is between you and the other users of the Site.
THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION. THIS AGREEMENT ALSO CONTAINS AN AGREEMENT THAT YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
PLEASE READ THE FOLLOWING TERMS OF SERVICE ("TERMS") CAREFULLY BEFORE ACCESSING OR USING ANY OF THE SERVICE. EACH TIME YOU ACCESS OR USE THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS, INCLUDING THE MANDATORY ARBITRATION PROVISION AND THE CLASS ACTION WAIVER YOU MAY NOT ACCESS OR USE THE SERVICE.
In addition, certain areas of the Service may be subject to additional Terms of Service that we make available for your review. By using such areas, or any part thereof, you are expressly indicating that you have read and agree to be bound by the additional Terms of Service applicable to such areas. In the event that any of the additional Terms of Service governing such area conflict with these Terms, the additional terms will control.
Your Compliance with this Agreement
Eligibility for Our Service
You must be at least eighteen (18) years of age to use the Service. By agreeing to the Terms, you represent and warrant to us: (a) that you are at least eighteen (18) years of age, (b) that you have not previously been suspended or removed from the Service, and (c) that your registration and your use of the Service are in compliance with any and all applicable laws and regulations.
Your Access and Use of our Services
Furthermore, you agree that you will not use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor our Services or any portion of our Services or for any other purpose, without our prior written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for your personal information) from our Services without our prior written permission and the appropriate third party, as applicable; (iii) interfere or attempt to interfere with the proper working of our Services or any activities conducted on our Services; or (iv) bypass any robot exclusion headers or other measures we may use to prevent or restrict access to our Services. Except as expressly permitted in this Agreement, you shall not collect or harvest any personally identifiable information, including account names, from our Services. You shall not use any communication systems provided on our Services (such as Forums or email) for any commercial or solicitation purposes. You shall not solicit for commercial purposes any users of our Services without our prior written permission.
Interruption of Service
Your access and use of our Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of our Services or other actions that we, in our sole discretion, may elect to take. We reserve the right to suspend or discontinue the availability of our Services and/or any portion or feature of our Services at any time in our sole discretion and without prior notice.
Accounts and Registration
When you register, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you agree to immediately notify us.
You acknowledge and agree that you are solely responsible for your decisions made on or through the use of the Website. Our Services, provide a venue through which you can obtain information and you can find or be introduced to third-party service providers including, but not limited to, licensed realtors, consultants, appraisers, attorneys and accountants ("Service Providers"). You acknowledge and agree that you rely on your own judgment in selecting any services or products offered by the Service Providers.
Requests for Information.
Our Services may give you the opportunity to request information from us or the Service Providers (an "Information Request"). If you make an information request:
We make no guarantee that you will be matched with a Service Provider if you submit a Information Request.
If you make an Information Request, then you expressly authorize Service Providers and us to contact you by telephone, fax and email at the numbers and addresses provided in your Information Request, for purposes of providing you with the information, quotes, products and services indicated in your Information Request. You consent to receive telephone calls from Service Providers and us, even if the phone number that you provided on your Information Request is on any national or state "Do Not Call" list. You also consent to receive marketing via automatic telephone dialing system or by artificial/pre-recorded message or by text message from Service Providers or their agents, us and partner companies at the telephone number you have provided. You understand that your consent to be contacted as set forth herein is not required as a condition of purchasing or receiving any goods or services.
User Content Generally. Certain features of the Service may permit users to post content, including photos, video, images, folders, data, text, text messages, online messages, reviews, and other types of works (collectively called, "User Content") and to publish User Content on the Service. You retain copyright and any other proprietary rights you hold in the User Content that you post to the Service.
Limited License Grant to Clineeds. By posting User Content, you grant Clineeds a worldwide, non-exclusive, royalty-free right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify, and distribute your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed). Any such use of your User Content by Clineeds may be without any compensation paid to you.
Limited License Grant to Other Users. By posting and sharing User Content with another user of the Service, you hereby grant that user a non-exclusive license to access and use such User Content as permitted by these Terms and the functionality of the Service.
User Content Representations and Warranties. You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting and publishing User Content, you affirm, represent, and warrant that:
1) You are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize Clineeds and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you and in the manner contemplated by Clineeds and these Terms;
2) Your User Content, and the use thereof as contemplated herein, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person.
Clineeds does not endorse any user, Service Provider, posting or User Content. Clineeds does not screen, review or confirm the accuracy of any User Content, including without limitation, user information or identity. You are responsible for determining the identity of others with whom you engage and suitability of space you are interested in. By using the Services, you agree that any legal remedy that you seek to obtain for actions or omissions of any users, Service Providers or other third parties will be limited to claims brought against those particular individuals with whom you engage, directly or indirectly, and you will not attempt to impose liability on, or seek any legal remedy from Clineeds.
In connection with your use of our Services, You may not upload, post, or transmit any image, video, text, audio, or other content that:
• Infringes any third party's copyrights or other intellectual property rights or any right of publicity or privacy;
• Contains any pornographic, defamatory, obscene, indecent, lewd, sexually suggestive, hateful, harassing, threatening, abusive, inflammatory, fraudulent or otherwise objectionable, harmful, unlawful or immoral content;
• Constitutes, encourages or provides instructions for a criminal offense, violates the rights of any party, endangers national security, or that would otherwise create liability or violate any local, state, national or international law;
• Contains viruses, corrupted data or other harmful, disruptive or destructive files;
• Exploits minors;
• Depicts or promotes unlawful or violent acts;
• Depicts or promotes animal cruelty or violence towards animals;
• Promotes fraudulent schemes or gives rise to a claim of deceptive advertising or unfair competition; or
• Violates any law, statute, or regulation.
Clineeds reserves the right, but is under no affirmative obligation, to (i) review or screen any User Content submitted to the Site or otherwise submitted through the Services; (ii) edit any User Content posted on the Services; and/or (iii) remove any User Content from the Services for any reason, at any time, without prior notice, at our sole discretion. Clineeds will have no liability or responsibility to users of the Clineeds Services or any other person or entity for performance or nonperformance of such activities. Clineeds non-enforcement of the acceptable use provisions set forth in this Agreement with respect to User Content in some instances does not constitute a waiver of our right to enforce such provisions in other instances involving similar content.
Intellectual Property Rights
Our names, graphics, videos, logos, page headers, button icons, scripts, and service names are our trademarks or trade dress in the United States and/or other countries (collectively, the "Proprietary Marks"), are owned by Clineeds. You may not use the Proprietary Marks without our prior written permission. We make no proprietary claim to any third-party names, trademarks or service marks appearing on our Services. Any third-party names, trademarks, and service marks are property of their respective owners. The information, advice, data, software and content viewable on, contained in, or downloadable from our Services (collectively, " Our Content"), including, without limitation, all text, graphics, charts, pictures, photographs, images, videos, line art, icons and renditions, are copyrighted by, or otherwise licensed to, us or Our Content suppliers. We also own a copyright of a collective work in the selection, coordination, arrangement, presentation, display and enhancement of Our Content (the "Collective Work"). All software used on or within our Services (the "Software") is our property or the property of our software vendors and is protected by United States and international copyright laws. Viewing, reading, printing, downloading or otherwise using Our Content and/or the Collective Work does not entitle you to any ownership or intellectual property rights to Our Content, the Collective Work, or the Software.
You are solely responsible for any damages resulting from your infringement of our or any third-party's intellectual property rights regarding the Trademarks, Our Content, the Collective Work, the Software and/or any other harm incurred by us or our affiliates as a, direct or indirect, result of your copying, distributing, redistributing, transmitting, publishing or using the same for purposes that are contrary to the terms and conditions of this Agreement.
Use of Our Content
We grant you a limited license to access, print, download or otherwise make personal use of the Content and the Collective Work provided, however, you shall not delete any proprietary notices or materials with regard to the foregoing. You may not modify the Content or the Collective Work or utilize them for any commercial purpose or any other public display, performance, sale, or rental, decompile, reverse engineer, or disassemble the Content and the Collective Work, or transfer the Content or the Collective Work to another person or entity. Except as otherwise permitted under the copyright laws of the United States, no other copying, distribution, redistribution, transmission, publication or use, other than the non-commercial use of the Content and the Collective Work as permitted by this Agreement, is permitted by you without our prior written permission.
When you visit our Services or send email to us, you are communicating with us electronically. You consent to receive communications from us electronically. Although we may choose to communicate with you by regular mail, we may also choose to communicate with you by email or by posting notices on our Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
YOUR USE OF THE SERVICES INCLUDES THE ABILITY TO ENTER INTO AGREEMENTS AND/OR TO MAKE TRANSACTIONS, INCLUDING PAYMENTS OR PURCHASES, ELECTRONICALLY. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING PAYMENTS, PURCHASES, NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. IN ORDER TO ACCESS AND RETAIN YOUR ELECTRONIC RECORDS, YOU MAY BE REQUIRED TO HAVE CERTAIN HARDWARE AND SOFTWARE, WHICH ARE YOUR SOLE RESPONSIBILITY.
Location Information; Consent to Use of Data and Mobile Communications
Your use of a mobile App to access our Services may implement a location feature whereby we will automatically collect your geolocation information if you provide your consent. We may also use location information to provide information and advertising to Users. If you want to stop the automatic collection of your location information, you may do so by using the privacy settings in the app and/or on your device and/or by uninstalling the app.
Third Party Links
We respect the intellectual property rights of others. Please notify us by e-mail at [email protected] you believe that a user of the website or Services has infringed your intellectual property rights. We provide this policy pursuant to Section 512 of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act ("DMCA").
Suspension and Termination
Clineeds may, for any reason and in its sole discretion, with or without cause or prior notice and without liability to you, suspend or terminate in whole or in part your account and your access to the Service. Clineeds will not be liable to you or any third-party for any such suspension or termination. You may cancel your account at any time by sending an email to [email protected] If you cancel your Clineeds account, we may retain all content you provided to the Site.
Clineeds is committed to cooperating with law enforcement while respecting each individual’s right to privacy. If Clineeds receives a request for user account information from a government agency investigating criminal activity, we will review the request to be certain that it satisfies all legal requirements before releasing information to the requesting agency. Furthermore, under 18 U.S.C. §§ 2702(b)(8) and 2702(c)(4) (Voluntary Disclosure Of Customer Communications or Records), Clineeds may disclose user account information to law enforcement, without a subpoena, court order, or search warrant, in response to a valid emergency when we believe that doing so is necessary to prevent death or serious physical harm to someone. Clineeds will not release more information than it prudently believes is necessary to prevent harm in an emergency situation.
Limitations Of The Service
CLINEEDS IS NOT A PARTY TO ANY AGREEMENT ENTERED INTO BETWEEN USERS, SERVICE PROVIDERS, OR ANY OTHER PARTY WITH RESPECT TO ANY SPACE OR PROPERTY. CLINEEDS HAS NO CONTROL OVER THE CONDUCT OF USERS OF THE SERVICE OR ANY SERVICE PROVIDERS, AND DISCLAIMS ALL LIABILITY IN THIS REGARD. CLINEEDS CANNOT AND DOES NOT CONTROL ANY CONTENT POSTED TO THE SITE OR THE PHYSICAL CONDITION OR SUITABILITY OF ANY SPACE OFFERED. CLINEEDS IS NOT AN AGENT OR INSURER FOR ANY USER, SERVICE PROVIDER, PROPERTY OWNER OR THIRD PARTY. CLINEEDS IS NOT A REAL ESTATE BROKER AND DOES NOT OFFER REAL ESTATE BROKERAGE SERVICES. CLINEEDS IS NOT A LAWYER AND NO LEGAL ADVICE OR LEGAL SERVICES ARE OFFERED. USERS SHOULD CONSULT A REAL ESTATE BROKER AND ATTORNEY LICENSED IN THE STATE WHERE THE SPACE IS LOCATED IF USER REQUIRES BROKERAGE OR LEGAL ADVICE AND LEGAL SERVICES.
Assumption of Risk
YOU ASSUME ALL RISKS WHEN USING THE SERVICE, INCLUDING WITHOUT LIMITATION ALL OF THE RISKS ASSOCIATED WITH INTERACTIONS WITH SERVICE PROVIDERS. YOU AGREE TO TAKE ALL NECESSARY PRECAUTIONS WHEN INTERACTING WITH SERVICE PROVIDERS.
YOU FURTHER UNDERSTAND AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR MAKING YOUR OWN EVALUATIONS, DECISIONS AND ASSESSMENTS ABOUT WHETHER TO ENGAGE SERVICE PROVIDERS TO PERFORM SERVICES OR OTHERWISE INTERACTING WITH SERVICE PROVIDERS. WE HAVE NO OBLIGATION TO CONDUCT ANY SCREENINGS, VERIFICATIONS OR BACKGROUND CHECKS OF SERVICE PROVIDERS, HOWEVER, WE RESERVE THE RIGHT TO DO SO IN OUR SOLE DISCRETION.
Disclaimers; No Warranties
THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH OUR SERVICES ARE PROVIDED TO YOU ON AN "AS-IS" AND "AS AVAILABLE" BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF OUR SERVICES OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED ON OR ASSOCIATED WITH OUR SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF OUR SERVICES AND ALL PRODUCTS AND SERVICES INCLUDED ON OR ASSOCIATED WITH OUR SERVICES IS AT YOUR SOLE RISK.
WE DO NOT MAKE, AND EXPRESSLY DISCLAIM, ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, CORRECTNESS, OR COMPLETENESS OF THE CONTENT OR THE SERVICES AND PRODUCTS ASSOCIATED WITH OUR SERVICES, OR THE SAFETY, RELIABILITY, TITLE, TIMELINESS, COMPLETENESS, MERCHANTABILITY, CONFORMITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE CONTENT OR THE SERVICES AND PRODUCTS ASSOCIATED WITH OUR SERVICES. IT IS YOUR SOLE RESPONSIBILITY TO INDEPENDENTLY EVALUATE THE ACCURACY, CORRECTNESS OR COMPLETENESS OF THE CONTENT AND THE SERVICES AND PRODUCTS ASSOCIATED WITH OUR SERVICES. WE MAKE NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE FOR DOWNLOADING FROM OUR SERVICES IS FREE OF INFECTION FROM ANY VIRUSES, MALICIOUS SOFTWARE OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, DETRIMENTALLY INTERFERE WITH, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION. WE DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING ANY INFORMATION OR OFFERS PROVIDED ON OR THROUGH OUR SERVICES.
WE DISCLAIM ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISS DELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL.
WE DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICES. WE DISCLAIM, ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE SERVICES. WE DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE SERVICE, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICE.
YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
OUR SERVICES ARE CONTROLLED AND OFFERED BY US FROM OUR FACILITIES IN THE UNITED STATES OF AMERICA. WE MAKE NO REPRESENTATIONS THAT OUR SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER JURISDICTIONS. IF YOU ACCESS OR USE OUR SERVICES FROM OTHER JURISDICTIONS, THEN YOU DO SO BY YOUR OWN VOLITION AND ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Limitations of Liability
IN NO EVENT SHALL WE BE RESPONSIBLE TO, OR LIABLE TO YOU, OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES THAT INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES FOR ANY LOSS OF PROFIT, REVENUE OR BUSINESS, AS A DIRECT OR INDIRECT RESULT OF: (I) YOUR BREACH OR VIOLATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; (II) YOUR ACCESS AND USE OF OUR SERVICES; (III) YOUR DELAY IN ACCESSING OR INABILITY TO ACCESS OR USE OUR SERVICES FOR ANY REASON; (IV) YOUR DOWNLOADING OF ANY OF THE CONTENT OR THE COLLECTIVE WORK FOR YOUR USE; (V) YOUR RELIANCE UPON OR USE OF THE CONTENT OR THE COLLECTIVE WORK, OR (VI) ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH OUR SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF OUR SERVICES, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE AND/OR OUR SERVICE PROVIDERS OR SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE WEBSITE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE WEBSITE SERVICE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE WEBSITE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE WEBSITE SERVICE. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE WEBSITE SERVICE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE WEBSITE SERVICE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL WE BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND THEIR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS OR NON-PERFORMANCE OF THIRD PARTIES.
OUR LIABILITY AND THE LIABILITY OF OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, SHAREHOLDERS, REPRESENTATIVES, AND AGENTS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED $100.
YOU SPECIFICALLY ACKNOWLEDGE THAT WE SHALL NOT BE LIABLE FOR USER GENERATED CONTENT OR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY, INCLUDING SERVICE PROVIDERS AND THAT THE RISK OF HARM OR DAMAGE FROM SUCH USER GENERATED CONTENT AND THIRD-PARTY CONDUCT RESTS ENTIRELY WITH YOU.
YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO OUR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
CERTAIN STATE 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, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
IN THE EVENT THAT ANY LIMITATION ON THE PERIOD OF TIME FOR BRINGING AN ACTION, CLAIM, DISPUTE OR PROCEEDING AGAINST US, LOCATED IN THIS "LIMITATIONS ON OUR LIABILITY" SECTION, IS DETERMINED OR HELD TO BE INAPPLICABLE OR UNENFORCEABLE BY ANY COURT, ARBITRATION PANEL OR OTHER TRIBUNAL, THEN THE STATUTE OF LIMITATIONS FOR THE STATE OF ILLINOIS SHALL APPLY TO ANY SUCH ACTION, CLAIM, DISPUTE OR PROCEEDING REFERRED TO FINAL OR BINDING ARBITRATION.
You agree that you will be personally responsible for your use of the Service, and you agree to defend, indemnify and hold harmless Clineeds and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ and accounting fees and costs, arising out of or in any way connected with (i) your access to, use of or alleged use of the Service; (ii) your violation of the Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
Amendments to this Agreement
We reserve the right to update, amend and/or change this Agreement at any time in our sole discretion and without notice. Updates to this Agreement will be posted here. Amendments will take effect immediately upon us posting the updated Agreement on our Services. You are encouraged to revisit this Agreement from time to time in order to review any changes that have been made. The date on which this Agreement was last updated will be noted immediately below this Agreement. Your continued access and use of our Services following the posting of any such changes shall automatically be deemed your acceptance of all changes.
You acknowledge that we may be irreparably damaged if this Agreement is not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of this Agreement by you, we shall be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, and/or to a decree for specific performance of the provisions of this Agreement. For purposes of this Section, you agree that any action or proceeding with regard to such injunction restraining such breach or threatened breach shall be brought in the state courts of record of Illinois, or the United States District Court for Illinois. You consent to the jurisdiction of such court and waive any objection to the venue of any such action or proceeding in such court.
Clineeds controls and operates the Site from the United States, but reserves the right to support it with resources from outside the United States. Your use of the Site is not intended to subject Clineeds to the laws or jurisdiction of any state, country or territory other than that of the United States. Clineeds does not warrant that the Site is appropriate or available for use in any particular jurisdiction other than the United States and accessing such from certain locations outside of the United States may be illegal and prohibited. You agree that you will not access or use the Site where prohibited by applicable law, rule or regulation or in a manner that violates the foregoing. If you access or use the Site from such locations, you are acting on your own initiative, and Clineeds is not responsible for your compliance with local laws or other applicable legal or regulatory restrictions. You represent and warrant that you are not (a) located in any 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, or (b) listed on any U.S. Government list of prohibited or restricted parties including the Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. you also agree that you will not use the Site for any purposes prohibited by United States law. Clineeds may limit the Site’s availability, in whole or in part, to any person, geographic area, or jurisdiction, at any time and in Clineeds’s sole discretion.
For any dispute you have with Clineeds, you agree to first contact us at [email protected] and attempt to resolve the dispute with us informally. If Clineeds has not been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy as follows:
You and we agree that any claim or dispute at law or equity between us relating in any way to or arising out of this or previous versions of this Agreement, your use of or access to the Services will be resolved in accordance with the provisions set forth in this Legal Disputes section. Please read this section carefully. It affects your rights and will have a substantial impact on how claims you and we have against each other are resolved.
You agree that the laws of the State of Illinois, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and us, except as otherwise stated in this Agreement.
Agreement to Arbitrate
You and we each agree that any and all disputes or claims between you and us relating in any way to or arising out of this or previous versions of this Agreement, your use of or access to our Services, or any products or services sold, offered, or purchased through our Services shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify.
Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OUR OTHER USERS.
Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of this Agreement as a court would. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement to Arbitrate, any part of it, or of this Agreement including, but not limited to, any claim that all or any part of the Agreement to Arbitrate or this Agreement is void or voidable.
The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Supplementary Procedures for Consumer-Related Disputes (as applicable), as modified by this Agreement to Arbitrate. The arbitrator will decide the substance of all claims in accordance with the laws of the State of Illinois, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving our other users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Judicial Forum for Legal Disputes
Unless you and we agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in the state of Illinois. You and we agree to submit to the personal jurisdiction of the courts located within Illinois for the purpose of litigating all such claims or disputes. You also agree that: (i) our Services shall be deemed solely based in the State of Illinois; and (ii) our Services shall be deemed passive Services that do not give rise to personal jurisdiction over us and our assigns, either specific or general, in jurisdictions other than the State of Illinois.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
Our failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.
All covenants, agreements, representations and warranties made in this Agreement, as may be amended by us, from time to time, shall survive your acceptance of this Agreement and the termination of this Agreement.
If you have questions, comments, concerns or feedback regarding this Agreement or our Services, please contact us at [email protected] .