Effective May 27, 2017
1. AGREEMENT TO TERMS
These terms and conditions of use (“Terms of Use”) cover your use and access to the services and this website located at www.Netlok.com (“Site”) (such services and website, together, the “Services”) provided by No Password, Inc., a California corporation and Netlok, LLC, a Delaware company both doing business as Netlok (“Netlok”). By using the Services, you agree to these Terms of Use. Please read them carefully. If you do not agree to these Terms of Use, do not use the Services.
You may be required to agree to additional terms and conditions in order to use certain Services. Those additional terms become part of these Terms of Use, if you use those Services. If there is a conflict between these Terms of Use and the terms applicable to a specific portion of the Services, the terms applicable to a specific portion of the Services shall control with respect to your use of that portion of the Services.
2. USING OUR SERVICES.
You may use the Services on a non-exclusive basis, solely in compliance with these Terms of Use and all applicable laws. You must follow any policies made available to you with the Services.
3. YOUR ACCOUNT
To access certain Services, you may be required to open a Netlok account (an “Account”) by completing a registration form, accepting certain terms of service, providing an Email Address, Phone Number for Text Alerts, Security Questions and Answers, Back-up Email Address, and one or more personal photos that will be encoded using a proprietary process into a “Netlok Photo”. You may have either an Account created by you for your personal use (an “Individual Account”), an Account created in connection with a small group you become a member of (a “Groups Account”), or an Account created in connection with your employer or other entity with whom your Account is associated (a “Company”, and a “Company Account”), or all of the above. Also, individuals may be invited in as a guest (“Guest”) of either an Individual Account, Groups Account or Company Account. When opening your Account or being invited in as a Guest, you must provide true, accurate, current, and complete information about yourself as requested by the registration form, and maintain and promptly update your registration data to keep it true, accurate, current, and complete throughout the entire time that you maintain an Account or are participating as a Guest.
4. NETLOK PHOTO IDS
Upon opening your Account, we may provide you with one or more encoded photographs to use as your first Netlok Photo ID (a “Default Netlok Photo ID”). All Default Photo IDs are owned, controlled, and/or licensed by or to Netlok, and are protected by applicable copyright laws. You may not use the Default Netlok Photo ID for any purpose except to the extent necessary to secure and access your Account with reasonable convenience, as provided and subject to these Terms of Use.
Additionally, upon opening your Account, we invite you to upload one or more of your personal photographs to replace the Default Netlok Photo ID and for use as an additional Netlok Photo ID. When you upload your personal photographs, we provide you with an encoded version of the photograph to use as a Netlok Photo ID (the encoded version, a “Custom Netlok Photo ID”). You understand that the Custom Netlok Photo ID that results from uploading and encoding your personal photograph is a different file from your original photograph, and that, within these Terms of Use, the term “Custom Netlok Photo ID” refers not to your original photograph, but rather to the encoded version, despite that the two versions look identical. By uploading your personal photograph to the Site, you authorize and license Netlok to encoded the photograph to create the Custom Netlok Photo ID and use it in connection with the Services. You agree that (subject to your ownership of the underlying copyright in the photograph), Netlok owns the Customer Netlok Photo ID, and you will not use the resulting Custom Netlok Photo ID for any purpose except to the extent necessary to secure and access your Netlok Account in connection with the Services. In all events, you retain all other rights to your original photograph.
You may not download, distribute, display, or copy any Netlok Photo ID, whether a Default Netlok Photo ID or a Custom Netlok Photo ID, unless you have opened an Account and received the Netlok Photo ID directly from Netlok. If you have opened an Account and received a Unique Netlok Photo ID directly from Netlok, you may only use the Netlok Photo ID to the extent necessary to enable you to access and secure your Netlok Account with reasonable convenience, and for no other purpose.
5. ACCOUNT SECURITY
Only you may use your Netlok Account. You must keep your Account information including your Email Address, Phone Number for Text Alerts, Security Questions and Answers, Back-up Email Address, and Netlok Photo IDs confidential, and may not authorize any third party to access or use the Services on your behalf unless Netlok authorizes in writing and provides an approved mechanism for such use. You are entirely responsible for maintaining the confidentiality of your Account information. You understand that you risk compromising the confidentiality of your Account information, and the content stored and transmitted on your Account, if you share your Email Address, Netlok Photo IDs, or any of your personal photographs from which your Custom Netlok Photo IDs have been generated, on social media (such as Facebook, Twitter, and LinkedIn), the Internet, or elsewhere. You agree to notify Netlok immediately of any unauthorized use of your Account or your Netlok Photo IDs, or any other breach of security.
You acknowledge that the Service may contain features and functions that would allow you to permanently delete all content stored in your Netlok Account. You acknowledge that if you choose to execute such option (known as the “Erase All” option), the content of such Netlok Account will be permanently destroyed and will not be recoverable by you or by Netlok, and Netlok will not be responsible for the loss of such content should you exercise this option.
You acknowledge that the Service may contain features and functions that would allow you to retract messages sent within the Netlok Service to other users provided that the recipient has not yet opened the message and, in such event, such content will be automatically deleted by Netlok (known as the “Retract Message” option). Netlok will not be responsible for the loss of content that is automatically destroyed following your use of the Retract Message option, nor for any failure to retract and delete the content if the recipient has opened the message prior to your use of the Retract Message option.
You acknowledge that the Service may contain a default setting that prohibits a recipient from forwarding your messages and content to another user without your consent, and the Service may further contain features and functions that would allow you to permit additional forwarding of the messages that you send via the Service (the “Privacy Control” option). You agree that if you exercise the Privacy Control option for given messages and content, Netlok is not responsible for any further distribution of your messages and content by other users.
Netlok will not be liable for any loss or damage arising from any unauthorized use of your Accounts as a result of your failure to keep your Account information secure and confidential. You may be held liable for losses incurred by Netlok or any other user of or visitor to the Services due to someone else using the Email Address you use on the Universal Login page, Netlok Photo IDs, or Account as a result of your failing to keep your Account information secure and confidential.
If a third party, such as an employer or a school, gave you your Account, that party has certain rights to your Account and may: manage your Account; reset your Netlok Photo IDs; suspend or cancel your Account; view your Account’s usage and profile data, including how and when your Account is used; and read or store content the party has shared with you in your Account.
6. OUR (NETLOK’S) CONTENT
Using the Services does not give you ownership of any intellectual property rights in the Services or the content contained on or provided through the Services (such content, “Our Content”). Our Content includes, without limitation, any and all text, graphics, user interfaces, visual interfaces, photographs, Default Netlok Photo IDs, trademarks, logos, sounds, music, artwork, computer code, and similar content contained on and provided through the Services, including but not limited to the design, structure, selection, coordination, expression, “look and feel,” and arrangement of such.
Our Content is owned, controlled, or licensed by or to Netlok and/or its licensors, and is protected by trade dress, copyright, patent, trademark, and trade secret laws and various other intellectual property rights and unfair competition laws. You may not use Our Content unless you obtain the necessary permissions from the content owner or are otherwise permitted by law.
Except as expressly provided in these Terms of Use, no part of Our Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way (including “mirroring”) to any other computer, server, website, or other medium for publication or distribution or for any commercial enterprise, without our express prior written consent.
You may use information regarding the Services (such as data sheets, knowledge base articles, and similar materials) purposely made available by us for downloading from the Services, provided that you: (a) do not remove any proprietary notice language in all copies of such documents; (b) only use such information for your personal, non-commercial, informational purpose and do not copy or post such information on any networked computer or broadcast it in any media; (c) do not modify any such information; and (d) do not make any additional representations or warranties relating to such documents.
7. YOUR CONTENT
Some of the Services allow you to upload, submit, create, store, send, or receive content (such content, “Your Content”). You retain ownership of any intellectual property rights that you hold in Your Content. What belongs to you remains yours. These Terms of Use give us no right to Your Content except for the limited rights that enable us to offer the Services, as expressed in these Terms of Use.
We need permission to do things like upload, host, back up, and share Your Content when you ask us to. Our Services also provide you with features like messaging those in your network and auditing access to Your Content. These and other features may require our systems to access, upload and download files, store, scan, copy, modify, distribute, publicly display, and otherwise use Your Content. You give us permission to do those things for the limited purpose of delivering the Services to you, and this permission extends to trusted third parties we work with.
We will not be liable for Your Content. By uploading Your Content, you warrant and represent that you own all right, title, and interest in all such material, or that you have obtained all rights and authorizations necessary from all parties having rights in such materials. You may not upload, share, or otherwise use in connection with the Services any content that violates someone else’s intellectual property, privacy, or other rights; knowingly contains any virus, Trojan Horse, or any other type of malicious code; or otherwise violates the law. The provisions of this section are intended to implement this policy but are not intended to impose a contractual obligation on Netlok to undertake, or refrain from undertaking, any particular course of conduct. While we are not responsible for the content of the submissions, we reserve the right to reject or delete from the Services any of Your Content that we, in our sole discretion, deem violates these Terms of Use or our policies.
8. PRIVACY AND DATA SECURITY
We respect your privacy and permit you to control the treatment of your personal information. Our Privacy Policy applies to use of the Services. To view our Privacy Policy, click here.
When we solicit and collect personal information from you, when we store or transmit your personal information for administrative purposes, and when you store and transmit your personal information using and within our secure “Netlokr” service, we protect it using the our state-of-the-art, digital security and encryption technologies (including trade secret technologies), using encryption including Transport Layer Security (TLS) and Secure Sockets Layer (SSL), and also with our physical systems subject to limited access and housed in undisclosed and secured facilities.
We may take additional protective measures to protect your content, information, and communications stored or transmitted by means of the Services. Our obligations, if any, with regard to those protective measures are governed solely by the agreements pursuant to which the specific Services are provided, and nothing on this Site should be construed to alter such agreements.
By using the Services, you acknowledge and agree that Internet transmissions are never completely private or secure, because technology and government policies are constantly changing and the Company cannot anticipate all technology changes that would allow a third party to bypass its security efforts. You understand that there always exists a risk that a message or information you send to or through the Services could be read or intercepted by another, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.
9. LINKS TO OTHER SITES
The Services may contain links to independent third-party websites. Such linked websites are provided solely as a convenience to our visitors. Such linked websites are not under our control, and we are not responsible for and do not endorse their content, including any information or materials contained on such those websites. You will need to make your own independent judgment regarding your interaction with these linked sites, including, but not limited to whether you want to visit those sites.
10. LINKING TO THIS SITE
You may create links to the Services from other websites, provided that, without separate written permission, you do not use any Netlok logo to create the link and do not present the link to the Services in a manner that it is associated with advertising or appears to be an endorsement by Netlok of any organization, product, or service. You agree that the link will not appear on a website that a reasonable person may consider obscene, defamatory, harassing, grossly offensive, illegal, or malicious.
11. IMPERMISSIBLE USES OF OUR SERVICES
You may not use any “deep-link,” “page-scrape,” “robot,” “spider,” or other automatic device, program, algorithm, or methodology, or any similar or equivalent manual process, to (or attempt to) access, acquire, copy, or monitor any portion of the Services, or in any way reproduce or circumvent the navigational structure or presentation of the Services, to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Services. We reserve the right to bar any such activity.
You may not attempt to gain unauthorized access to any portion or feature of the Services, or any other systems or networks connected to the Services or to any of our servers, by hacking, password “mining,” or any other illegitimate or illegal means.
You may not probe, scan, or test the vulnerability of the Services or any network connected to the Site, nor breach the security or authentication measures of the Services or any network connected to the Services. You may not reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Services, or any other Netlok customer, including any Netlok Account not owned by you, to its source. You may not exploit any of the Services, or information made available or offered by or through the Services, in any way where the purpose is to reveal personal identification or information other than your own information or information intentionally provided to you by or through the Services.
You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services, our systems or networks, or any other systems or networks connected to the Services. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the Services or any transaction being conducted through the Services, or with any other person’s use of the Services. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Netlok on or through the Services. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.
You may not use the Services for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity, which infringes the rights of Netlok or others.
12. DISCLAIMERS
We do not promise that the Services will be error-free or uninterrupted, that any defects will be corrected, or that your use of the Services will provide specific results. The Services are delivered on an “as-is” and “as-available” basis. All information provided on or through the Services is subject to change without notice. We cannot ensure that any files or other data you download from or through the Services will be free of viruses, contamination, or destructive features. We disclaim all warranties, express or implied, including any warranties of accuracy, non-infringement, merchantability, and fitness for a particular purpose. We disclaim any and all liability for the acts, omissions, and conduct of any third parties in connection with or related to your use of any of the Services. You assume total responsibility for your use of the Services. Your sole remedy against Netlok for dissatisfaction with the Services is to stop using the Services. This limitation of relief is a part of the bargain between the parties.
The above disclaimer applies to any damages, liability, or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft, or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence, or any other cause of action.
We reserve the right to do any of the following, at any time, without notice: (a) to modify, suspend or terminate operation of or access to the Services, or any portion thereof, for any reason; (b) to modify or change the Services, or any portion thereof, and any applicable policies or terms; and (c) to interrupt the operation of the Services, or any portion thereof, as necessary to perform routine or non-routine maintenance, error correction, respond to cyber attacks, internal attacks or other changes.
13. LIMITATION OF LIABILITY
Under no circumstances will Netlok, its subsidiaries and each of their respective employees, directors, members, managers, successors and assigns (“Netlok Parties”) be responsible for or liable for loss or damages for personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:
(a) the Service (including Our Content and Your Content);
(b) your use of or inability to use the Service, or the performance of the Service;
(c) any action taken in connection with an investigation by Netlok Parties or law enforcement authorities regarding your access to or use of the Service;
(d) any action taken in connection with copyright or other intellectual property owners or other rights owners;
(e) any errors or omissions in the Service’s technical operation; or
(f) any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.
You understand that we monitor your personal information within our network using certain proprietary technologies and database information owned by or under license to us, but not all transactions, including those that might entail the potentially fraudulent use of your information, may be monitored and the scope of the network utilized by us to monitor your personal information may change.
The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if Netlok Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of God, telecommunications failure, or destruction of the Service).
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.
Notwithstanding the other provisions of these Terms of Use, if Netlok is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Services, our liability shall in no event exceed the greater of (a) the total of any subscription or similar fees with respect to any of the Services paid in the six months prior to the date of the initial claim made against Netlok (but not including the purchase price for any of the Services), or (b) US$100.00.
14. INDEMNITY
You understand and agree that you are personally responsible for your behavior in connection with the Services. You agree to indemnify, defend, and hold harmless No Password, Inc. and Netlok, LLC both doing business as Netlok, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries, and affiliates, from and against all claims, losses, expenses, damages, and costs (including, but not limited to, direct, incidental, consequential, exemplary, and indirect damages), and reasonable attorneys’ fees, investigation costs, and charges relating to any arbitration or litigation, resulting from or arising out of (a) Your Content that you upload and/or store on or through the Services, (b) use or misuse of the Services by you or any other person who accesses the Service using your Account, (c) any violation of these Terms of Use, or (d) any violation of any rights of a third party due to, arising out of, or in connection with your use of the Services.
15. VIOLATION OF THESE TERMS OF USE AND REMEDIES
We may disclose any information we have about you, including your identity and the content stored in or transmitted through your Netlok Account, if and to the extent we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Services, or to identify, contact, or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) our rights or property, or the rights or property of visitors to or users of the Services, including Netlok customers. We reserve the right at all times to disclose any information that we deem necessary to comply with any applicable law, regulation, legal process, or governmental request. We also may disclose your information when we determine that applicable law requires such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.
You acknowledge and agree that we may preserve any transmittal or communication by you to Netlok, and may also disclose such data if required to do so by law or we determine that such preservation or disclosure is reasonably necessary to (a) comply with legal process, (b) enforce these Terms of Use, (c) respond to claims that any such data violates the rights of others, or (d) protect the rights, property, or personal safety of Netlok, its employees, users of or visitors to the Services, or the public.
You agree that we may, in our sole discretion and without prior notice, terminate your access to the Services and block your future access to the Services if we determine that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of the Services. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to Netlok, for which monetary damages would be inadequate, and you consent to Netlok obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies we may have at law or in equity.
You agree that we may, in our sole discretion and without prior notice, terminate your access to the Services for cause, which includes, but is not limited to, (a) a request by law enforcement or another government agency, (b) a request by you (self-initiated Account deletions), (c) discontinuance or material modification of the Services, or (d) unexpected technical issues or problems.
If we do take any legal action against you as a result of your violation of these Terms of Use, we will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and related costs of such action, in addition to any other relief granted to us. You agree that we will not be liable to you or to any third party for termination of your access to the Services as a result of any violation of these Terms of Use.
16. GOVERNING LAW AND DISPUTE RESOLUTION
Certain portions of this Section 16 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Netlok agree that we intend that this Section 16 satisfies the “writing” requirement of the Federal Arbitration Act. This Section 16 can only be amended by mutual agreement.
A. First – Try To Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Service, the Content, your User-Generated Content, these Terms, or any Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of Netlok’s actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in Section 16.D), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 16.A. Your notice to us must be sent to the address set forth in Section 20 below. For a period of sixty (60) days from the date of receipt of notice from the other party, Netlok and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or Netlok to resolve the Dispute or Excluded Dispute on terms with respect to which you and Netlok, in each of our sole discretion, are not comfortable.
B. Forums For Alternative Dispute Resolution
(i) Arbitration. If we cannot resolve a Dispute as set forth in Section 16.A within sixty (60) days of receipt of the notice, then either you or we may submit the Dispute to formal arbitration in accordance with this Section 16.B. If we cannot resolve an Excluded Dispute as set forth in Section 16.A within sixty (60) days of receipt of the notice, then either you or we may submit the Excluded Dispute to formal arbitration only if you and Netlok consent, in a writing signed by you and an Officer or legal representative of Netlok, to have that Excluded Dispute subject to arbitration. In such a case, (and only in such a case), that Excluded Dispute will be deemed a “Dispute” for the remainder of this Section 16.B.
Upon expiration of the applicable sixty-day period and to the fullest extent permitted by applicable law, a Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”). If the Dispute has a claimed value of not more than $250,000, then the arbitration will be heard and determined by a single neutral arbitrator who is a retired judge or a lawyer with not less than fifteen (15) years experience as a practicing member of the bar in the substantive practice area related to the Dispute, who will administer the proceedings in accordance with the AAA’s Supplementary Procedures for Consumer Related Disputes. If the Dispute has a claimed value of more than $250,000, or if Netlok elects in its sole discretion to bear the costs of arbitration in excess of those that would occur for a proceeding before a single neutral arbitrator, then the arbitration will be heard and determined by a three-member panel, with one member to be selected by each party and the third (who will be chair of the panel) selected by the two party-appointed members or by the AAA in accordance with the Commercial Arbitration Rules. The arbitrator or arbitration panel, as the case may be, will apply applicable law and the provisions of these Terms and any Additional Terms, will determine any Dispute according to the applicable law and facts based upon the record and no other basis, and will issue a reasoned award. If you and Netlok do not both consent to the arbitration of an Excluded Dispute as set forth in the immediately preceding paragraph of this Section 16.B(i), then this paragraph and the remainder of this Section 16.B will not apply to the Excluded Dispute.
If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling or unable to set a hearing date within sixty (60) days of the filing of a “demand for arbitration,” then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of Netlok consent to in writing. The substantive practice area requirements for the arbitrator and the $250,000 threshold for a the number of arbitrators assigned to the Dispute set forth in the paragraph above for the AAA arbitration will also apply to any such arbitration under JAMS or another arbitration service.
You can obtain AAA and JAMS procedures, rules, and fee information as follows:
AAA: 800.778.7879 — http://www.adr.org/
JAMS: 949.224.1810 — http://www.jamsadr.com/
(ii) Nature, Limitations, and Location of Alternative Dispute Resolution. In arbitration, as with a court, the arbitrator must honor the terms of these Terms (and any Additional Terms) and can award the prevailing party damages and other relief (including attorneys’ fees). However, WITH ARBITRATION (A) THERE IS NO JUDGE OR JURY, (B) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (C) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. If an in-person arbitration hearing is required, then it will be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Netlok to pay a greater portion or all of such fees and costs in order for this Section 16 to be enforceable, then Netlok will have the right to elect to pay the fees and costs and proceed to arbitration, or to decline to do so and have the matter resolved through the courts. Discovery will be permitted pursuant to the applicable arbitration rules. The arbitrator’s decision must consist of a written statement stating the disposition of each claim of the Dispute, and must provide a statement of the essential findings and conclusions on which the decision and any award (if any) is based. Judgment on the arbitration decision and award (if any) may be entered in or by any court that has jurisdiction over the parties pursuant to Section 9 of the Federal Arbitration Act.
C. Limited Time To File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 16.A) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES – OR IT WILL BE FOREVER BARRED.
D. Injunctive Relief. The foregoing provisions of this Section 16 will not apply to any legal action taken by Netlok to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Service, any Content, your User-Generated Content and/or Netlok’s intellectual property rights (including such Netlok may claim that may be in dispute), Netlok’s operations, and/or Netlok’s products or services.
E. Small Claims Matters Are Excluded From Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court, subject to Section 16.G.
F. No Class Action Matters. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitration or other proceedings that involve any claim or controversy of any other party. But if, for any reason, any court with competent jurisdiction or any arbitrator selected pursuant to Section 16.B(i) holds that this restriction is unconscionable or unenforceable, then our agreement in Section 16.B to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 16.G.
G. Federal and State Courts in Los Angeles. Except to the extent that arbitration is required in Section 16.B, and except as to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute may only be instituted in state or federal court in Los Angeles, CA. Accordingly, you and Netlok consent to the exclusive personal jurisdiction and venue of such courts for such matters.
17. VOID WHERE PROHIBITED
We administer and operate the Services from a location in the United States, which we do not disclose for security purposes. Although the Services may be accessed worldwide, not all of the Services are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. We reserve the right to limit, in our sole discretion, the provision and quantity of any feature, product, or service of the Services to any person or geographic area. Any offer for any feature, product, or service made on or through the Services is void where prohibited. If you choose to access the Services from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws.
18. MISCELLANEOUS
If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect. These Terms of Use, including other agreements relating to Services, if any, together constitute the entire agreement between you and Netlok with regard to your use of the Services, and any and all other written or oral agreements or understandings previously existing between you and Netlok with respect to such use are hereby superseded and cancelled. Other than as provided in a purchase or subscription agreement you enter into with Netlok, we will not accept any counter-offers to these Terms of Use, and all such offers are hereby categorically rejected. Our failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by Netlok of any provision or any right we have to enforce these Terms of Use, nor shall any course of conduct between Netlok and you or any other party be deemed to modify any provision of these Terms of Use. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.
19. CHANGES TO TERMS
We reserve the right to revise these Terms of Use from time to time. We will date and post the most current version of these Terms of Use on this Site. Any changes will be effective immediately upon posting of the revised version. If in our sole discretion we deem a revision to these Terms of Use to be material, we will notify you via the Services and/or by email to the email address associated with your Account. Netlok, customer service representatives or other employees are not authorized to modify these Terms of Use, either verbally or in writing. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of any portion of the Services following the posting of changes will mean that you accept and agree to the changes. If you don’t agree to any of the changes, we are not obligated to keep providing the Services, and you must cancel and stop using the Services.
20. CONTACT INFORMATION
If you have any questions or comments concerning these Terms of Use, please contact us using one of the options below:
(a) By our Contact Us form;
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