Terms of Service
Please read these Terms of Service (these “Terms”) carefully as they are a binding agreement by and between Us In Technology, Inc. (“Us In Technology”, “us”, or “we”) and each mentee or applicant for mentorship by Us In Technology (“you” or “your ” being interpreted accordingly) of Us In Technology’s Services as that term is defined below. Each of Us In Technology and you may be referred to as a “Party” and, collectively, as the “Parties”.
By submitting an application to become a Us In Technology mentee (a “Mentee”), by using your Us In Technology membership or any of the benefits thereof (your “Membership”) in any way or for any purpose, by using any Us In Technology Materials, as defined below, or by accessing or using any part of the Services, you accept and agree to be bound and abide by these Terms, as well as all other operating rules, terms, conditions, policies, and procedures that may be published from time to time or which you have been made aware by Us In Technology, each of which is incorporated herein by reference in their entirety and each of which may be updated from time to time.
PLEASE NOTE THAT THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS ONLY; I.E., CASE CONSOLIDATIONS AND CLASS ACTIONS ARE NOT PERMITTED IN ORDER TO RESOLVE DISPUTES
- DEFINITIONS. These definitions are provided in addition to those capitalized terms defined elsewhere, the terms below have the following meanings:
“Applicable Law” means any law (including common law), statute, regulation, ordinance, rule, guideline, directive, requirement, order, decree, judgment, consent decree, writ, injunction, settlement agreement or governmental requirement enacted, promulgated or imposed or entered into or agreed by any federal, state, provincial, local or foreign government, or any subdivision, agency, department, board, commission, instrumentality or authority of any thereof, including any court.
“Claim” means any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, including claims for copyright or trademark infringement, infringement of moral rights, libel, defamation, invasion of any rights of privacy, violation of rights of publicity, physical or emotional injury or distress, or any similar claim or cause of action in tort, contract, or any other legal theory, now known or hereafter known in any jurisdiction throughout the world.
“Event” means an event of any kind operated on and/or at the direction of Us In Technology or which Us In Technology has otherwise indicated shall be an event that Mentees can attend as a benefit of their Memberships. Events can be in-person, online, by telephone, videoconference, or otherwise or can be any combination of such means, methods, and formats.
“Governmental Authority” means any federal, state, local, or foreign (a) any federal, state, local, or foreign government, and any political subdivision of any of them, (b) agency or instrumentality of any such government or political subdivision, (c) self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of law), or (d) arbitrator, court or tribunal of competent jurisdiction.
“Intellectual Property” means any and all of the following in any jurisdiction throughout the world: (a) trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing, (b) copyrights, including all applications and registrations related to the foregoing, (c) trade secrets and confidential know-how, (d) patents and patent applications, (e) websites and internet domain name registrations, and (f) other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys’ fees for past, present, and future infringement, and any other rights relating to any of the foregoing).
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to Intellectual Property including any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Person” means (a) any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and (b) any individual.
“Personnel” means, in connection with a Party, the employees, officers, directors, managers, managing members, agents, subcontractors, vendors, equity holders, legal and financial representatives of such Party.
“Us In Technology Materials” means any content, data or information of any kind (audio, video, digital, oral, written or otherwise) manuals, instructions or other documents or materials that Us In Technology provides or makes available to you in any form or medium in connection with the Services or that is otherwise related to Us In Technology, its business, Personnel, Mentees. For the avoidance of doubt, “Us In Technology Materials” shall also include anything which describes the functionality, components, features or requirements of the Services, including any aspect of the installation, configuration, integration, operation, use, support or maintenance of any component thereof.
“Viruses” means any computer infections, viruses, worms, Trojan horses, and other code that manifest contaminating or destructive properties or that otherwise prevents Us In Technology, any of its Personnel, anyone acting on Us In Technology’s direction, any Mentee or any other user of any of the Services to access or use all or any part of the Services.
- TERMS OF SERVICE.
a. Terms. These Terms set forth the terms and conditions governing your access to and use of the services, your Membership, and your access to, use of, and participation in Us In Technology’s Events, and the Us In Technology Materials (collectively, the “Services”). Your use of some components, portions or features of the Services may be subject to additional terms and conditions as specified by us from time to time. Such additional terms and conditions shall be deemed incorporated in their entirety into these Terms by reference.
b. Mentees and Use the Services.
1. Us In Technology only approves the Membership of those individuals, over the age of 18, meeting our specific criteria and you acknowledge and agree that you may only become a Mentee if Us In Technology, in its sole discretion, approves of your Membership application. In addition, we may, in our sole discretion, refuse to offer Membership or access or use of the Services to any Person and we may likewise change our eligibility criteria for Membership at any time. FOR THE AVOIDANCE OF DOUBT, US IN TECHNOLOGY RETAINS THE RIGHT IN ITS SOLE DISCRETION TO DENY USE OR ACCESS TO ANYONE TO ALL OR ANY PART OF THE SERVICES AT ANY TIME AND FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, FOR VIOLATION OF THESE TERMS.
2. You are solely responsible for ensuring that your Membership, your accessing or use of the Services, and these Terms are in compliance with all laws, rules, regulations, and orders of any court or other Governmental Authority applicable to you. Your right to be a Mentee or to access or use any part of the Services shall be automatically and without notice from us revoked where these Terms, your Membership or use of any part of the Services is prohibited by any law, rule, regulation or order of a court or other Governmental Authority applicable to you. Further, unless you and Us In Technology expressly agree otherwise in writing, your Membership and the Services are made available only for your use and benefit and not for the use or benefit of any other party.
AUTHORIZATION; RESTRICTIONS ON USE.
a. Authorization. Us In Technology provides you with a revocable, limited, nontransferable, non-sublicensable royalty-free authorization to access and use the Services, including accessing the Us In Technology Materials, provided that any such access and/or use is in complete compliance with these Terms.
b. Intellectual Property Rights. You understand, acknowledge, and agree that any and all Intellectual Property (including all Intellectual Property Rights therein) and other proprietary elements of the Services, and all Us In Technology Materials, are and shall remain the sole and exclusive property of Us In Technology and its licensors, or other providers of such services and materials and are protected by United States and international copyright, trademark, patent, trade secret, and other Intellectual Property-related and other proprietary rights-related Applicable Laws. All rights not expressly granted to you herein are reserved to Us In Technology and its licensors and other providers.
c. Services Are For Personal Use Only; Restrictions on Use. Unless Us In Technology expressly states otherwise in writing, you may only use the Services for your personal, non-commercial use only. You shall not access or use, and shall use all commercially reasonable efforts to prevent any other Person from accessing, using or otherwise dealing with, the Services or any part thereof, including any Us In Technology Materials, except as permitted by these Terms.
d. For purposes of clarity and without limiting the generality of the foregoing, you shall not, except as these Terms or as Us In Technology otherwise expressly permits in writing:
1. Access, use or otherwise deal with the Services or any part thereof, including any Us In Technology Materials, except solely for your own non-commercial purposes;
2. Copy, modify or create derivative works or improvements of the Services or any part thereof, including any Us In Technology Materials;
3. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any part of the Services to any other Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;
4. Reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of any Us In Technology property in whole or in part;
5. Bypass or breach any security device or protection used by Us In Technology or access or use the Services or any part thereof other than through the use of your valid user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services or part thereof;
6. Knowingly input, upload, transmit or otherwise provide to Us In Technology any information or materials that are unlawful or injurious, or contain, transmit or activate any Viruses;
7. Damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services or any part thereof, including any Us In Technology Materials or Us In Technology’s provision of the Services or any part thereof to any third party, in whole or in part;
8. Remove, delete, alter or obscure any trademarks, Us In Technology Material, warranties or disclaimers, or any notices regarding any copyright, trademark, patent or other Intellectual Property Rights or other proprietary rights for any Us In Technology Materials, including any copy thereof;
9. Access or use the Services or any part thereof, including any Us In Technology Materials, in any manner that infringes, misappropriates or otherwise violates any Intellectual Property Right or other rights of Us In Technology or any third party, or that violates any Applicable Law; or
10. Access or use the Services or any part thereof, including any Us In Technology Materials, for purposes of your or any other party’s development, provision or use of a competing software service, product or technology.
e. Responsibility of Users; Unauthorized Use. You are solely and fully responsible and liable for any and all activities done through or in connection with any login credentials or passwords associated with your Membership or other access or use of the Services, whether or not done by you or a third party, whether with your permission and/or knowledge or not. For the avoidance of doubt, this includes any and all use or other interactions with any Us In Technology Materials by any Person acting at your direction or on your behalf in each case as if such Person was your own employee. You shall employ all necessary commercially reasonable administrative, physical, and technical safeguards, consistent with industry accepted methods and standards, to prevent the unauthorized access, use, and disclosure of the Services, including any Us In Technology Materials.
a. Services Are Only For Mentees. Except where Us In Technology has expressly stated that a particular Service is available to non-Mentees, any use or access to the Services or any Us In Technology Materials is limited to Mentees in good standing only.
b. Information Related to your Membership.
1. You acknowledge and agree that any login credentials and passwords associated with your Membership or you otherwise have in connection with any of the Services are for your use only. No other Person is permitted to use any of your login credentials or passwords to access or use any of the Services for any reason. You are responsible for maintaining the confidentiality of your personal Membership-related information and other Services-related information, including any login credentials and passwords associated with your Membership and or your access to and use of the Services.
c. Term of Membership; Cancelling Your Membership.
1. Your Membership, and your rights and obligations as a Mentee continue until your Membership is terminated by either yourself or Us In Technology.
2. You may cancel your Membership at any time by emailing Us In Technology at Kendrick@usintechnology.com. Unless you tell us otherwise, the cancellation will go into effect as soon as it is processed.
d. Changes to Memberships. Us In Technology reserves the right to modify or discontinue any type of Membership benefits, features and limitations at any time, at its sole discretion, by notifying a Mentee directly about any such modification or discontinuance (each, a “Membership Change”). IF YOU DO NOT AGREE TO ANY MEMBERSHIP CHANGE, YOUR SOLE REMEDY IS TO CANCEL YOUR MEMBERSHIP AND TO IMMEDIATELY DISCONTINUE ANY ACCESS TO OR USE OF ANY OF THE SERVICES.
- INTERACTIVE FEATURES AND EVENTS.
a. Interactive Features. The Services may include message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, interactive instant messaging channels or groups, interactive real-time audio and/or video conversation platforms, and other interactive features that allow Mentees to post, submit, publish, display, or transmit to other Mentees or other Persons (hereinafter, “post“) content. For the avoidance of doubt, any such interactive features shall be deemed part of the Services.
b. Events; Additional Terms and Conditions For Events. The Services may include Events of different sorts, varying in duration, tone, expected level of participation or otherwise. You hereby acknowledge and agree to each of the following terms and conditions as lawful consideration for being permitted by Us In Technology to participate in such Event.
1. YOU ARE AWARE AND UNDERSTAND THAT AN EVENT MAY INCLUDE ACTIVITIES THAT ARE DANGEROUS AND THAT INVOLVE THE RISK OF SERIOUS INJURY AND/OR DEATH AND/OR PROPERTY DAMAGE. IF THAT IS THE CASE, YOU FURTHER ACKNOWLEDGE THAT ANY INJURIES THAT YOU MAY SUSTAIN MAY BE COMPOUNDED BY NEGLIGENT EMERGENCY RESPONSE BY US IN TECHNOLOGY OR OTHERS. PROVIDED THAT US IN TECHNOLOGY HAS INFORMED YOU AS TO THE NATURE OF ANY SUCH DANGEROUS ACTIVITIES, YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY PARTICIPATING IN ANY SUCH ACTIVITIES WITH KNOWLEDGE OF THE DANGER INVOLVED AND HEREBY AGREE TO ACCEPT AND ASSUME ANY AND ALL RISKS OF INJURY, DEATH, OR PROPERTY DAMAGE, WHETHER CAUSED BY US IN TECHNOLOGY’S NEGLIGENCE OR OTHERWISE.
2. In addition to any other waiver and release of Claims that may be included in these Terms, you hereby expressly waive and release any and all Claims, now known or hereafter known, against Us In Technology, its Personnel, and its and their successors, and assigns (collectively, “Event Releasees“) arising out of or attributable to the activities taking place at or in connection with an Event, whether arising out of the negligence of Us In Technology, any other Event Releasee or otherwise. You covenant not to make or bring any such Claim against Us In Technology or any other Event Releasee and forever release and discharge Us In Technology and all other Event Releasees from liability under such Claims.
3. You hereby acknowledge and agree that your attendance at and participation in any Event may be recorded by one or more methods and in any audio, video, digital or other formats (an “Event Recording”), by, on behalf of or at the direction of Us In Technology, and you hereby irrevocably grant and license to Us In Technology and its affiliates, successors, licensees, agents, and assigns (“Authorized Persons”) the rights to digitize, modify, alter, edit, adapt, create derivative works, display, publicly perform, exhibit, transmit, broadcast, reproduce, exploit, sell, rent, license, otherwise use, and permit others to use, an Event Recording, including your name, image, likeness, appearance, and voice as they appear in an Event Recording, in perpetuity throughout the universe and in any medium or format whatsoever now existing or hereafter created, including internet streaming and downloading, websites, other digital transmission or delivery methods, mobile applications, television broadcast, cablecast, and satellite, home video, video on demand, radio, and print publications, on any platform, including televisions, computers, and mobile devices, without further consent from or any royalty, payment, or other compensation to yourself except as these Terms may expressly provide otherwise.
4. Further, you hereby irrevocably permit, authorize, and license Us In Technology and the Authorized Persons to identify yourself by name and use your name, likeness, appearance, voice, professional and personal biographical information, signature, other personal characteristics, and private information, and all Us In Technology Materials created by or on behalf of Us In Technology that incorporate any of the foregoing, in connection with any use of an Event Recording by, on behalf of or at the direction of Us In Technology in perpetuity throughout the universe and in any medium or format whatsoever now existing or hereafter created without further consent from or any royalty, payment, or other compensation to you.
5. You agree that Us In Technology is and will be the sole and exclusive owner of all right, title, and interest in and to an Event Recording and anything made from or that incorporates any part of an Event Recording (whether such constitute Us In Technology Materials or not), including all copyrights and other Intellectual Property Rights therein, in perpetuity throughout the universe. In furtherance of the foregoing, you agree that the results and proceeds of your participation in connection with an Event Recording are works made for hire for Us In Technology as defined in Section 101 of the Copyright Act of 1976. To the extent an Event Recording or any part thereof does not qualify as, or otherwise fails to be, work made for hire, you shall, and hereby do, (a) assign, transfer, and otherwise convey to Us In Technology, irrevocably and in perpetuity, throughout the universe, all of your right, title, and interest, if any, in and to such Event Recording, including all copyright and other Intellectual Property Rights, all registration, renewal, and reversion rights, and the right to register and sue to enforce such copyrights against infringers; and (b) irrevocably waive any and all Claims you may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral in such Event Recording.
6. Us In Technology has no obligation to use an Event Recording in any way. You acknowledge and agree that you have no right to review or approve an Event Recording, any part thereof, or any use of or incorporation of an Event Recording or part thereof in any other materials before such is used in any way by Us In Technology or any third party or at any other time, and that Us In Technology has no liability to you for any editing or alteration of an Event Recording or for any distortion or other effects resulting from Us In Technology’s or a third party’s editing, alteration, or use of an Event Recording or the presentation of yourself. Acknowledgment or credit of you in connection with an Event Recording, if any, shall be determined by Us In Technology in Us In Technology’s sole discretion.
7. To the fullest extent permitted by Applicable Law, you (a) hereby irrevocably waive all legal and equitable rights relating to any and all Claims arising directly or indirectly from the Authorized Persons’ exercise of their rights under these Terms or the production, exhibition, advertising, promotion, exploitation, or other use of an Event Recording, and whether or not resulting in whole or in part from the negligence of Us In Technology or any other Person, (b) covenant not to make or bring any such Claim against any Authorized Persons and their agents, employees, and representatives, and (c) forever release and discharge the Authorized Persons from liability under such Claims.
8. You further represent and warrant to Us In Technology that your participation in any Event and in any Event Recording, and the Authorized Persons’ use of such Event Recording and the rights and license granted hereunder, do not, and will not, violate any right (including any Intellectual Property Right, right to privacy or right of publicity) of, or conflict with, or violate any contract or agreement with or commitment made to, any Person, and that no consent or authorization from, or any payment to, any third party is required.
c. Cooperation with Law Enforcement. Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone making or posting any material. YOU WAIVE AND HOLD HARMLESS US IN TECHNOLOGY, ITS PERSONNEL, LICENSEES, SERVICE PROVIDERS AND OTHER VENDORS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY ANY SUCH PARTY, ANY LAW ENFORCEMENT AGENCY OR OTHER GOVERNMENTAL AUTHORITY.
d. Linking to the Us In Technology Materials. You may link to our homepage provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
- THIRD-PARTY PLATFORMS AND SERVICES.
a. Us In Technology may use certain third-party websites, services or other resources on the Internet to help provide certain Services (for example, a third-party service that allows for online video conversations between Mentees). In other instances, Us In Technology may provide links to third-party websites, services or other resources including our partners and social media networks. Collectively, these third-party websites, services, and other resources are referred to in these Terms as “External Platforms”
b. Any links to any External Platforms or any arrangements between Us In Technology and an External Platform to help make certain Services available to you are provided solely as a convenience to you and not as an endorsement by Us In Technology of any content on such External Platforms that is not solely provided by or at the direction of Us In Technology. We are not responsible for the content of any linked External Platforms and do not make any representations regarding the content or accuracy of any materials on such External Platforms except those that are solely provided by or at the direction of Us In Technology. You should take precautions when downloading files from all External Platforms to protect your computer from Viruses. If you decide to access any External Platform, including in connection with accessing or using any Services, you do so at your own risk. You acknowledge and agree that Us In Technology shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, technology, goods, products or services available on or through any External Platforms, whether that use or reliance is related to your accessing or using any Services or not.
c. In the event that you use any External Platform to access or use any of the Services, you agree to follow all terms, conditions, and notices applicable to accessing or using such External Platform. If you are not willing to accept all of an External Platform’s terms and conditions, you are not permitted to use that External Platform to access or use any of the Services.
- MAINTENANCE AND AVAILABILITY OF THE SERVICES.
Us In Technology may take offline or otherwise make unavailable the Services (including Us In Technology Materials) or any portion thereof because of any scheduled or emergency maintenance, events of force majeure, malicious attacks, issues associated with your computing devices, local area networks or internet service provider connections, internal organizational matters or for any other reasons.
- MODIFICATIONS TO THE SERVICES.
Us In Technology reserves the right to add, remove, amend, modify and/or update any part of the Services, including the Us In Technology Materials, or any component, feature or selection thereof at any time as it sees fit in its sole discretion.
You may, from time to time and in its sole discretion, make suggestions for changes, modifications or improvements to Us In Technology regarding all or part of the Services or any other matter or subject related thereto (“Feedback”). All Feedback shall be owned solely by Us In Technology (including all Intellectual Property Rights therein and thereto) and, if provided in a private or confidential setting or context, shall also be Us In Technology’s Confidential Information. You shall and hereby do make all assignments necessary for Us In Technology to achieve such ownership.
“Confidential Information” includes any private or confidential information about Us In Technology, the Services or any part thereof, Us In Technology’s past, present or future business, operations, products, services, partners, Personnel, vendors, customers or technology, and any agreement, arrangement or understanding that Us In Technology and you are both parties to. To the extent that you receive or otherwise obtain any Confidential Information, you shall hold that Confidential Information in confidence, not share or transfer it to any other Person, and use it only as expressly permitted by Us In Technology. At any time at which Us In Technology so requests, or automatically and immediately in the event that your Membership and/or any other rights you may have to access or use the Services are terminated, you shall return (if tangible copies) or permanently destroy (if digital or otherwise intangible copies) all copies of any Confidential Information you possess or otherwise have control of.
- REPRESENTATIONS AND WARRANTIES.
You represent and warrant that the following is accurate and true as of the date on which you apply for a Membership or, if you have not applied for Membership, the date on which you first use or access any of the Services, and you covenant that the following will remain accurate and true during the entire time you, or others at your direction or on your behalf, access or use any of the Services: (a) you are a natural Person with legal capacity over 18 years of age; (b) you have the authority and capacity to enter into the agreement constituted by these Terms; (c) these Terms constitute a legal, valid, and binding obligation, enforceable against you according to its terms; (e) you are not under any restriction or obligation that it would be reasonable to conclude may affect your performance of your obligations under these Terms; and (f) your entry into the agreement constituted by these Terms and your performance of your obligations under these Terms will not breach or result in a default under (i) any Applicable Law to which you are subject, or (ii) any agreement to which you are a party or by which you are bound.
- TERMINATION AND EXPIRATION.
a. Us In Technology may, in our sole discretion, change, suspend or terminate all or any part of your Membership, for any or no reason, your right to use or access all or any part of the Services, including all or any portion of the Us In Technology Materials), at any time and without prior notice or liability, if you breach these Terms or if Us In Technology is unable to continue to offer all or any part of the Services. In the event you cancel your Membership or it is otherwise terminated, regardless of reason, you shall immediately and completely cease any and all accessing or use of the Services.
You shall indemnify, defend and hold harmless Us In Technology and its Personnel (each such Person, an “Indemnitee”) from and against any and all Claims arising from, related to or otherwise occurring in connection with any actual or alleged (a) violation of these Terms by you or (b) a violation, infringement or misappropriation of any third party’s Intellectual Property Rights, proprietary rights, privacy or personality rights or other rights by you. For the avoidance of doubt, the remedies set forth in this Section are in addition to, not instead of, any other remedies available to an Indemnitee pursuant to these Terms or otherwise available to an Indemnitee under Applicable Law. Us In Technology reserves the right to assume the exclusive defense and control (at your sole expense) of any matter that is subject to indemnification under this Section. In such case, you agree to cooperate (at your sole expense) with any reasonable requests assisting our defense of such matter.
- DISCLAIMERS; LIMITATIONS OF LIABILITY.
a. Disclaimer of Warranties. US IN TECHNOLOGY AND ITS PERSONNEL MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ERROR-FREE FUNCTIONING, VIRUS-FREE STATUS OR ACCURACY OF THE SERVICES, INCLUDING ANY EVENT, THE US IN TECHNOLOGY MATERIALS, OR ANY COMPONENT, FEATURE OR PORTION THEREOF OR ANY INFORMATION OR DATA MADE AVAILABLE FROM ANY OF THEM FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, ANY PORTION THEREOF, AND ANY INFORMATION, DATA OR MATERIALS (INCLUDING BUT NOT LIMITED TO THE US IN TECHNOLOGY MATERIALS) MADE AVAILABLE FROM, ON OR THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND. US IN TECHNOLOGY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICES, INCLUDING ALL EVENTS AND THE US IN TECHNOLOGY MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TO THE EXTENT THAT US IN TECHNOLOGY MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
b. Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL US IN TECHNOLOGY OR ANY OF ITS PERSONNEL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, ARISING FROM YOUR ACCESS TO OR USE OF THE SERVICES OR ANY PART THEREOF, INCLUDING DAMAGES FOR LOST PROFITS, LOST DATA, COMPUTER FAILURE, OR THE VIOLATION OF YOUR RIGHTS BY ANY THIRD PARTY, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. IN THE EVENT THAT US IN TECHNOLOGY OR ANY OF ITS PERSONNEL ARE DETERMINED TO HAVE ANY LIABILITY HEREUNDER, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF US IN TECHNOLOGY OR ITS PERSONNEL WILL BE LIMITED TO THE LESSER OF TEN THOUSAND U.S. DOLLARS OR THE TOTAL AMOUNT YOU HAVE ACTUALLY PAID TO US IN TECHNOLOGY (FOR EXAMPLE, YOUR MEMBERSHIP FEES) IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, US IN TECHNOLOGY WOULD NOT PROVIDE YOU WITH A MEMBERSHIP OR MAKE AVAILABLE ANY OF THE SERVICES TO YOU.
c. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH JURISDICTIONS, THE LIABILITY OF US IN TECHNOLOGY AND ITS PERSONNEL SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW AND NOTHING IN THESE TERMS SHALL AFFECT ANY LEGAL RIGHTS AND REMEDIES YOU HAVE UNDER ANY LOCAL LAW.
- AMENDMENTS AND UPDATES.
These Terms may be amended, modified, updated or terminated at any time by Us In Technology, provided that Us In Technology notifies you in advance of any material amendment, modification or update by posting an amended version of the Terms by notifying you of such change(s) in accordance with the notification provision included in these Terms. Any such amendment, modification or update shall go into effect on the tenth business day following the date of such notification (a “Terms Amendment Date”). Any use or accessing of the Services or any part thereof on or following the applicable Terms Amendment Date, except solely to the extent that may be required by you to terminate your Membership, shall be deemed to constitute your acceptance of such amendment, modification or update to these Terms.
a. Entire Agreement and Severability. Unless You and Us In Technology expressly agree otherwise in writing, these Terms constitute the entire agreement between you and Us In Technology with respect to the subject matter hereof and any transactions contemplated herein and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Us In Technology with respect to the same. If any provision of these Terms is found to be unenforceable or invalid by a court or arbitrator, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
b. Amendment and Modification; Waiver. Unless done pursuant to Section 15, no amendment or update to, modification of or rescission, termination or discharge of these Terms is effective unless it is in writing, identified as an amendment to or rescission, termination or discharge of your agreement with Us In Technology constituted by these Terms, and is signed by an authorized representative each Party. No waiver by a Party of any of these Terms shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from these Terms shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
c. Assignment. Neither your Membership, any other rights you have to access or use any of the Services, your agreement with Us In Technology as constituted by these Terms or any of your obligations hereunder may be assigned, sublicensed or delegated, in whole or in part, by You without Us In Technology’s prior written consent. Us In Technology may assign, sublicense, transfer or delegate any of its rights and obligations herein without your consent. These Terms are binding upon and will inure to the benefit of both Parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. Any purported assignment, delegation or transfer in violation of this Section is null and void.
d. Relationship of the Parties. The relationship of the Parties is that of an independent contractor, and no agency, partnership, joint venture, or employment is created as a result of these Terms, and neither Party has any authority of any kind to bind the other Party in any respect.
e. Third-party Beneficiaries. The Parties agree that any Event Releasee and any authorized party shall be a third-party beneficiary of Section 4 and any Indemnitee shall be a third-party beneficiary of Section 13. Otherwise, these Terms are for the sole benefit of the Parties and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
f. Governing Law. These Terms, the rights, authorizations, and licenses granted hereunder or any of the transactions contemplated herein, any access or use of any of the Services by you or for which you shall be responsible for as stated herein shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California.
g. ARBITRATION CLAUSE & CLASS ACTION WAIVER.
1. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US IN TECHNOLOGY (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US IN TECHNOLOGY, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS, THE RIGHTS, AUTHORIZATIONS, AND LICENSES GRANTED HEREUNDER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, ANY ACCESS OR USE OF THE SERVICES, ANY EVENTS, AND THE US IN TECHNOLOGY MATERIALS, BY YOU OR FOR WHICH YOU SHALL BE RESPONSIBLE AS STATED HEREIN, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND US IN TECHNOLOGY HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE US IN TECHNOLOGY’S INTELLECTUAL PROPERTY RIGHTS, US IN TECHNOLOGY MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND US IN TECHNOLOGY WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION.
2. As an alternative, you may bring your Claim in your local “small claims” court, if permitted by that small claims court’s rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring Claims only on your own behalf. Neither you nor Us In Technology will participate in a class action or class-wide arbitration for any Claims covered by this agreement to arbitrate.
3. YOU AGREE THAT YOU ARE HEREBY GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MENTEE ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US IN TECHNOLOGY INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in Claims brought in a private attorney general or representative capacity, or consolidated Claims involving another Person’s Membership, the Services (including their access to or use of the Services or any part thereof) or any other matter to Us In Technology if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of Applicable Law notwithstanding, the arbitrator will not have the authority to award damages, remedies or awards that conflict with these Terms. You agree that regardless of any Applicable Law to the contrary, any Claim arising out of, related to or connected with your Membership or your access to or use of the Services or any component thereof (including any matters related to your Membership Fees) or these Terms must be filed within one (1) year after such Claim arose or be forever banned.
4. If the prohibition against class actions and other Claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Section will be null and void. This agreement to arbitration will survive the termination of your relationship with us.
h. Equitable Relief. You acknowledge and agree that a breach or threatened breach by you of the terms and conditions set forth in Sections 6 might cause Us In Technology irreparable harm for which monetary damages might not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Us In Technology will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available to Us In Technology at law, in equity or otherwise.
i. Headings; Construction. Any section, subsection, and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.
1. When you use the Services or send communications to us, you are communicating with us electronically. You consent to receive electronically any notices or other communications related to these Terms, any agreement between the Parties or the Services. Us In Technology may communicate with you by email. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from Us In Technology intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide to us.
2. Any day-to-day communications from you to Us In Technology regarding your Membership and/or your access to or use of the Services may be sent to Kendrick@usintechnology.com. Any other communications or notices, including any notice that Us In Technology has breached these Terms, must be sent by personal delivery, nationally recognized courier or certified or registered mail (in each case, return receipt requested, postage prepaid) to Us In Technology, Inc., 1821 Canyon Dr. Pinole California 94564. Except as otherwise provided in these Terms, any communication or notice is effective only (a) on receipt by the receiving Party, and (b) only if the Party giving providing such communication or notice has complied with the requirements of this Section.
k. Force Majeure. Us In Technology shall not be liable under these Terms for performance delays or for non-performance due to causes beyond its reasonable control.
l. Contacting Us In Technology. You may contact Us In Technology about any matter by emailing us at Kendrick@usintechnology.com or by mail at Us In Technology, Inc., 1821 Canyon Dr. Pinole California 94564 attn: Us In Technology Mentee Support.
m. Interpretation. When a reference is made in these Terms to a Section, such reference shall be to a Section of these Terms unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in these Terms, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in these Terms shall refer to these Terms as a whole and not to any particular provision of these Terms. The definitions contained in these Terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.