Last Updated: 3/2020
These Terms of Service (“Terms of Service”) of Vegassi, Corp. d/b/a Clone Connect (“CloneConnect” or “Us” or “We” or “Our” when possessive) govern Your use of Our website, www.CloneConnect.org and any services which may be provided to You, including listing, sale, or collaboration services (the “Website”). By accessing or using the Website, You (the “Customer” or “End User” or “You” or “Your” when possessive) expressly accept all of the provisions of these Terms of Service. YOU REPRESENT, WARRANT AND COVENANT TO US THAT YOU ARE AT LEAST TWENTY-ONE (21) YEARS OF AGE AND ARE LEGALLY COMPETENT TO ENTER INTO AND AGREE TO THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE, THEN YOU ARE NOT AUTHORIZED TO USE THE WEBSITE.
These Terms of Service include: (1) an arbitration provision; (2) a waiver of rights to bring a class action against Us; and (3) a release by You of all claims for damage against Us that may arise out of Your use of the Website.
THESE TERMS OF SERVICE WAIVE SUBSTANTIAL RIGHTS AND INCLUDE A RELEASE OF LIABILITY AND A LIMITATION OF DAMAGES. YOU ACKNOWLEDGE THAT YOU HAVE THE RIGHT TO REVIEW THESE TERMS OF SERVICE WITH AN ATTORNEY. YOU ALSO ACKNOWLEDGE THAT YOU HAVE READ THIS ENTIRE DOCUMENT AND THAT YOU ARE AWARE THAT YOU HAVE GIVEN UP SUBSTANTIAL RIGHTS BY AGREEING TO THESE TERMS OF SERVICE. YOU HAVE NO OBLIGATION TO USE THE WEBSITE OR AGREE TO THESE TERMS OF SERVICE, BUT YOU ARE DOING SO VOLUNTARILY AND UNDERSTAND THAT CLONECONNECT MAY UPDATE THESE TERMS OF SERVICE IN ITS DISCRETION. YOUR USE OF THE WEBSITE IS EXPRESSLY SUBJECT TO YOUR ACCEPTANCE OF THESE TERMS OF SERVICE, AND YOU MAY AND WILL NOT USE THE WEBSITE UNLESS AND UNTIL YOU HAVE ACCEPTED AND AGREED TO BE BOUND BY THESE TERMS OF SERVICE.
CLONECONNECT IS NOT RESPONSIBLE FOR YOUR RELATIONSHIP WITH ANY RETAILER, RETAIL LOCATION, HEALTH CARE PROVIDER, ANY THIRD-PARTY, OR OTHER USERS OF THE WEBSITE (“USERS”). CLONECONNECT IS NOT OBLIGATED TO SCREEN USERS, OR THEIR PRODUCTS, CONTENT, OR DEALS TO DETERMINE WHETHER THEY ARE QUALIFIED OR AUTHORIZED BY LAW TO PROVIDE THEIR SERVICES OR TO DETERMINE THE ACCURACY OF THEIR PRODUCTS OR OTHER INFORMATION THEY PROVIDE.
- CLONECONNECT DOES NOT OFFER MEDICAL ADVICE. ANY INFORMATION ACCESSED THROUGH THE WEBSITE, OR WITHIN ANY OF CLONECONNECT’S SOCIAL MEDIA PAGES OR CHANNELS IS FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY, IS NOT INTENDED TO BE A SUBSTITUTE FOR MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT, AND IS NOT INTENDED TO COVER ALL POSSIBLE USES, DIRECTIONS, PRECAUTIONS, OR ADVERSE EFFECTS. SUCH INFORMATION INCLUDES, WITHOUT LIMITATION, THIRD-PARTY MATERIALS, USER CONTENT, AND CLONECONNECT-GENERATED CONTENT DERIVED FROM USER CONTENT (E.G., STRAIN HIGHLIGHTS, ATTRIBUTES, AND OTHER DATA). THE INFORMATION ON THE WEBSITE AND PROVIDED VIA CLONECONNECT’S SOCIAL MEDIA PAGES AND CHANNELS SHOULD NOT BE USED FOR THE DIAGNOSIS OR TREATMENT OF ANY MEDICAL CONDITION. ALWAYS CONSULT YOUR DOCTOR OR OTHER QUALIFIED HEALTH CARE PROVIDER IF YOU HAVE ANY QUESTIONS ABOUT A MEDICAL CONDITION. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON THE WEBSITE OR ON CLONECONNECT’S SOCIAL MEDIA PAGES AND CHANNELS.
- ABOUT CLONECONNECT; ACKNOWLEDGEMENTS.
- What CloneConnect Does. CloneConnect is dedicated to providing a collaborative technology platform for and to people and businesses.
- State Law. You may only use the Website in accordance with the laws of the jurisdiction in which You will use the Website. You represent and warrant that You know the law of such state. Your use of the Website will be governed by the laws of the jurisdiction in which You use the Website, excepting disputes with CloneConnect, as provided for in Articles 6 and 7. We reserve the right to deny or cancel Your account for any reason, including, but not limited to Our determination that Your use of the Website is not permitted under the laws of Your jurisdiction. We reserve the right to deny you use of the Website based on Your geographical location.
- Federal Law. Although many states have legalized some form of cannabis, the cultivation, manufacture, distribution and possession of cannabis and assisting with or conspiring to do the same remains illegal under United States federal law, and CloneConnect has made no representation to the contrary. It is Your responsibility to ensure compliance with the laws of the jurisdiction in which You use the Website. CloneConnect has no obligation to defend, release or hold You harmless from any civil, criminal, or administrative investigations, proceedings or penalties that may result from Your use of the Website. It is federally illegal to take or transfer across state or international borders any federally illegal, controlled substance.
- Assumption of Risk. You assume all risks known and unknown, foreseeable and unforeseeable, in any way connected with Your use of the Website. You accept personal responsibility for any liability, injury, hospitalization or other medical treatment, loss, death, criminal arrest or prosecution, or damage in any way connected with Your use of the Website. You retain sole responsibility for ensuring your actions are compliant with applicable laws. You waive all claims against CloneConnect, its owners, officers, employees, successors, agents and assigns, arising out of any activities You choose to undertake. You fully comprehend and accept all of the risks associated with Your use of the Website.
- YOUR ACCOUNT.
- Age and Account Requirements. TO USE THE WEBSITE, YOU MUST BE AT LEAST TWENTY-ONE (21) YEARS OF AGE. In some instances, you may have to create an “Account” to use the Website, which requires You to provide certain information, including, but not limited to, Your date of birth and email address. You are responsible for providing Us with and maintaining accurate contact information, including Your email address and any other information We may reasonably require.
- Account Activities. You are the sole authorized user of Your Account, and You are responsible for maintaining the accuracy and confidentiality of Your login information. You are solely and fully responsible for all activities that occur under Your Account. CloneConnect has no control over the use of Your or any other user’s Account and expressly disclaims any liability derived therefrom. Should You suspect that any unauthorized party may be using Your Account or You suspect any other breach of security, You will cease all use and contact Us immediately by emailing support@CloneConnect.org.
- Acceptable Use Policy. The following sets forth CloneConnect’s “Acceptable Use Policy”:
(a) Compliance. You agree to the following: (1) You will not use the Website if You are not fully able and legally competent to agree to these Terms of Service. (2) YOU WILL ONLY USE THE WEBSITE IN FULL COMPLIANCE WITH THE LAWS AND REGULATIONS OF THE JURISDICTION IN WHICH YOU USE THE WEBSITE AND APPLICABLE FEDERAL LAWS, POLICIES OR GUIDANCE (collectively “Applicable Law”). (3) You may not facilitate or promote illegal activities, including but not limited to facilitating the sale or purchase of illegal drugs, depicting or encouraging the use or sale of drugs by minors, providing instructions for growing or manufacturing illegal drugs. (4) You will not use the Website for sending or storing any material prohibited by the Applicable Law or for fraudulent purposes or to engage in any offensive, indecent or objectionable conduct, which shall be determined in Our sole discretion. (5) You will not use the Website to cause nuisance, annoyance or inconvenience. (6) YOU SHALL PROVIDE US WITH WHATEVER PROOF OF IDENTITY AND OTHER NECESSARY VERIFICATION DOCUMENTS AS WE MAY REASONABLY REQUEST.
(b) General Restrictions. You agree not to use the Website to collect, upload, transmit, display, or distribute any General Content (as defined below) (1) that violates 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; (2) that is unlawful in Your jurisdiction, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (3) in violation of any law, regulation, or obligations or restrictions imposed by any third party.
(c) Technological Restrictions. In addition, You agree not to use the Website to do any of the following: (1) Upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data. (2) Send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise. (3) Harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent. (4) Interfere with, disrupt, or create an undue burden on servers or networks connected to the Website or violate the regulations, policies or procedures of such networks. (5) Attempt to or impersonate another user or CloneConnect or gain unauthorized access to the Website, other computer systems or networks connected to or used together with the Website, through password mining or other means. (6) Harass or interfere with another user’s use and enjoyment of the Website. (7) Introduce software or automated agents or scripts to the Website so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Website.
(d) Representations and Warranties. You represent and warrant that You will not do any of the following: (1) Decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of the Website, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law). (2) Use any means to discover the source code of any portion the Website. (3) Remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in the Website. (4) Otherwise circumvent any functionality that controls access to or otherwise protects the Website. (5) Distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit the Website in any unauthorized manner.
- Breach of Acceptable Use Policy. WE RESERVE THE RIGHT TO REMOVE ANY OF YOUR CONTENT OR ANY CONTENT THAT WE DETERMINE IN OUR SOLE DISCRETION THAT VIOLATES THE ACCEPTABLE USE POLICY IN THESE TERMS OF SERVICE. FURTHER, IF YOU BREACH THESE RESTRICTIONS, YOUR LIMITED LICENSE GRANTED HEREIN SHALL IMMEDIATELY TERMINATE AND YOU MAY BE SUBJECT TO PROSECUTION AND DAMAGES.
- LICENSE AND RESTRICTIONS; OWNERSHIP.
- License Grant. Subject to Your compliance with these Terms of Service, We hereby grant You a personal, non-exclusive, non-transferable, revocable, limited license (without the right to sublicense) to use the Website solely on devices that You own or control, for Your personal use only, and subject to the limitations set forth in this Agreement. This limited license is limited to the intellectual property rights of CloneConnect and its licensors and do not include any rights to other intellectual property. We reserve any and all rights not expressly granted to You pursuant to these Terms of Service. The limited rights granted to You to access and use the Website comprises a limited license and does not constitute the sale of any software program.
- Fees. Pursuant to our Listing Agreement, Marketing Services Agreement, or other agreement, CloneConnect may charge You fees for use of the Website.
- Ownership. The Website and their respective Content (as defined below), including their “look and feel” (e.g., text, graphics, images, logos) contain proprietary code, information and other materials that are protected under intellectual property, copyright, trademark and other laws. You acknowledge and agree that CloneConnect and/or its licensors own all right, title and interest in and to the Website, including without limitation any and all patent, copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property rights therein or related thereto as examples improvements and derivatives, as well as that CloneConnect owns all intellectual property associated with the Website despite any ownership You may have in any Content You post, and You agree not to take any action(s) inconsistent with such ownership interests. You do not acquire any rights or licenses under any of CloneConnect’s (or its licensors’) patents, patent applications, copyrights, trade secrets, trademarks or other intellectual property rights, including improvements and derivatives. Any and all: (1) suggestions for correction, change and modification to the Website and other feedback (including, but not limited to, quotations of written or oral feedback), information and reports You provide to CloneConnect (collectively “Feedback”); and all (2) improvements, updates, modifications or enhancements, whether made, created or developed by CloneConnect, You or otherwise relating to the Website (collectively, “Revisions”), are and will remain the property of CloneConnect. You acknowledge and expressly agree that any contribution of Feedback or Revisions does not and will not give or grant You any right, title or interest in the Website, or any of the intellectual property rights associated with CloneConnect, or in any such Feedback or Revisions. All Feedback and Revisions become the sole and exclusive property of CloneConnect and CloneConnect may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to You and without retention by You of any proprietary or other right or claim. You shall assign and hereby assign to CloneConnect any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that You may have in and to any and all Feedback and Revisions. At CloneConnect’s request, You will execute any document, registration or filing required to give effect to the foregoing assignment as reasonably requested by CloneConnect.
- User Content. For purposes of these Terms of Service: (a) “Content” means all text, images, photos, audio, video, graphics, reviews, location data, and all other forms of data, communication or media; (b) “Your Content” means Content that you submit, or transmit to, through or in connection with the Website, such as reviews, photos, videos, media, messages, posts, comments and information that you choose to display publicly but excludes Feedback and Revisions; (c) “User Content” means Content that other users submit or transmit to, through, or in connection with the Website, including any electronic data or information; (d) “CloneConnect Content” means Content that We create or otherwise owned by Us and We make available in connection with the Websites; (e) “Third Party Content” means Content that originates from parties other than CloneConnect or users of any of the Websites, which is made available in connection with the Websites and not otherwise owned by Us; and (f) “General Content” means all of the Content that is made available in connection with the Website, including Your Content, User Content, Third Party Content, and CloneConnect’ Content. As a condition of Your use of the Website, subject these Terms and Conditions, You shall grant and hereby grant to CloneConnect a nonexclusive, perpetual, irrevocable, royalty-free, worldwide, transferable, sublicenseable license to access, reproduce, transmit, display, publish, distribute, and otherwise use in any way any of Your Content as well as to modify and adapt and create derivative works from Your Content.
- Posted Review Policy. You agree not to post reviews on the Website that are not based upon your personal experience or are otherwise designed for any purpose other than providing other users on the Website with an accurate description of your personal experience. Reviews based on secondhand, non-personal experience are not allowed. In addition to the other restrictions contained in the Acceptable Use Policy and these Terms of Service, reviews posted on the Website must not: (a) be written exclusively in capital letters, (b) be plagiarized, (c) contain spam or advertisements, (d) CONTAIN PERSONALLY IDENTIFYING INFORMATION ABOUT ANY PERSON, (e) contain detailed or sexual descriptions of an individual’s physical appearance, or lewd personal attacks against a specific individual or group of individuals affiliated with an entity, product, service or good being reviewed, (f) contain references to businesses or such businesses’ competitors other than the product or business being reviewed, or (g) contain unrelated personal grievances. If you are an owner, consultant, agent, volunteer, or employee of or for a business you may not post reviews about your business or products or about your competitors’ businesses or products.
- WE RESERVE THE RIGHT TO REMOVE ANY OF YOUR CONTENT OR ANY CONTENT THAT WE DETERMINE IN OUR SOLE DISCRETION VIOLATES ANY LAW OR RIGHT OF ANY PERSON, INFRINGES THE RIGHTS OF ANY PERSON, OR IS OTHERWISE INAPPROPRIATE FOR POSTING ON THE WEBSITE. CONTENT INAPPROPRIATE FOR POSTING INCLUDES BUT IS NOT LIMITED TO A VIOLATION OR BEACH OF THE ACCEPTABLE USE POLICY IN THESE TERMS OF SERVICE.
- Monitoring, Suspension, and Termination.
(a) We reserve the right to review any of Your Content (including any image files, posts and reviews), investigate, and/or take appropriate action against You in Our sole discretion (including removing or modifying Your Content, terminating Your CloneConnect account, and/or reporting You to law enforcement authorities) if We in Our sole discretion suspect that You have violated the Acceptable Use Policy or any other provision of this Agreement or otherwise create, directly or indirectly, liability for Us or any other person.
(b) WE REVIEW YOUR CONTENT THAT HAS BEEN REPORTED TO BE INAPPROPRIATE AND, IF IN OUR SOLE DISCRETION, WE DETERMINE THAT YOUR CONTENT VIOLATES THESE TERMS OF SERVICE INCLUDING THE ACCEPTABLE USE POLICY OR ANY POLICIES OF APPLE OR GOOGLE, WE WILL REMOVE YOUR CONTENT AND MAY SUSPEND OR TERMINATE YOUR ACCOUNT.
- Notice of Infringement; Digital Millennium Copyright Act.
(a) Anyone who believes that his or her work has been reproduced on the Website in a manner which constitutes copyright infringement may submit a notification to CloneConnect’ copyright agent in accordance with the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing: (1) identification of the copyrighted work that is claimed to be infringed; (2) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Website; (3) information for Our copyright agent to contact You, such as an address, telephone number, and, if available, e-mail address; (4) a statement that You have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law; (5) a statement that the information above is accurate, and under penalty of perjury, that You are the copyright owner or the authorized person to act on behalf of the copyright owner; and (6) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed. If You are asserting infringement of an intellectual property right other than copyright, please specify the intellectual property right at issue (for example, “trademark”) by notating this in Your written notice. You acknowledge that if You fail to comply with all of the requirements for a notice of infringement as specified above, Your DMCA notice may not be valid.
(b) Notices of copyright infringement claims should be sent by mail to: Clone Connect, Attn: Copyright Dept., ________________; or by email to support@CloneConnect.org. We will respond expeditiously to claims of copyright infringement using the email that are reported to Our copyright agent in the notification explained above. It is Our policy, in appropriate circumstances and at its discretion, to disable or terminate the accounts of users who infringe copyrights or intellectual property rights of others.
(c) If You believe that any of Your Content that was removed (or to which access was disabled) after We received a notice of copyright infringement is not actually infringing, or that You have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such content, You may send a counter-notice containing the following information to Our copyright agent: (1) Your physical or electronic signature (with Your full legal name); (2) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (3) a statement that You have a good faith belief, under penalty of perjury, that the content was removed or disabled as a result of mistake or a misidentification of the content; and (4) Your name, address, telephone number, and email address, and a statement that You will accept service of process from the person who provided the original notification of the alleged infringement.
(d) If a counter-notice is received by Our copyright agent, We may send a copy of the counter-notice to the original complaining party informing that person that We may replace the removed content or cease disabling it. Unless the original complaining party files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten (10) business days or more after receipt of the counter-notice, at Our sole discretion. Please understand that filing a counter-notification may lead to legal proceedings between You and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in Your country if You make a false or bad faith allegation by using this process.
(e) Further information on the DMCA can be found in 17 U.S.C. 512 or on the United States Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf.
- SOCIAL NETWORKING SERVICES/THIRD PARTY TERMS
- WARRANTY DISCLAIMER; LIMITATION OF LIABILITY.
- Warranty Disclaimer. THE WEBSITE ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND CLONECONNECT HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. CLONECONNECT DOES NOT WARRANT THAT: (1) THE WEBSITE WILL MEET YOUR REQUIREMENTS; (2) OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR VIRUS- OR ERROR-FREE; (3) THE WEBSITE WILL OPERATE OR BE COMPATIBLE WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE; OR (4) DEFECTS IN THE WEBSITE CAN OR WILL BE CORRECTED. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE WEBSITE, AND ANY THIRD PARTY PRODUCTS, GOODS OR SERVICES REMAINS SOLELY WITH YOU. TO THE FULLEST EXTENT PERMITTED BY LAW, CLONECONNECT DISCLAIMS, ALL LIABILITY WITH RESPECT TO ACTIONS YOU MAY TAKE OR DO NOT TAKE BASED ON YOUR CONTENT OR USE OF THE WEBSITE.
- Limitation of and Release from Liability.
(a) TO THE MAXIMUM EXTENT ALLOWABLE BY LAW YOU SHALL RELEASE AND HEREBY RELEASE AND FOREVER DISCHARGE US (AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SHAREHOLDERS AND ASSIGNS) FROM, AND SHALL WAIVE AND HEREBY WAIVE AND RELINQUISH YOUR RIGHTS WITH RESPECT TO, EACH AND EVERY PAST, PRESENT AND FUTURE DISPUTE, CLAIM, CONTROVERSY, DEMAND, RIGHT, OBLIGATION, LIABILITY, ACTION AND CAUSE OF ACTION OF EVERY KIND AND NATURE (INCLUDING PERSONAL INJURIES, DEATH, AND PROPERTY DAMAGE), THAT IS CONNECTED TO OR HAS ARISEN OR ARISES DIRECTLY OR INDIRECTLY OUT OF, OR RELATES DIRECTLY OR INDIRECTLY TO, ANY INTERACTIONS WITH, OR ACT OR OMISSION OF, ANOTHER WEBSITE OR THIRD PARTY MATERIALS.
(b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CLONECONNECT BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOSS OF PROFITS, REVENUE OR INCOME, OR FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING FROM OR RELATED TO THESE TERMS OF SERVICE OR THE USE OR INABILITY TO USE THE WEBSITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CLONECONNECT’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS OF SERVICE REGARDING USE OR INABILITY TO USE THE WEBSITE, WHETHER BASED ON BREACH OF WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE LESSER OF: (1) THE AMOUNTS, IF ANY, YOU PAY TO CLONECONNECT UNDER THESE TERMS OF SERVICE FOR USE OF THE WEBSITE; OR (II) FIVE DOLLARS ($5.00). BY ACCESSING THE WEBSITE OR THE APP, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED.
- Indemnity. By agreeing to these Terms of Service and using the Website, You agree that You shall, to the maximum extent permitted by applicable law, defend, indemnify and hold CloneConnect, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, shareholders, directors, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (1) Your violation or breach of any term of these Terms of Service or any Applicable Law or regulation; (2) Your violation of any rights of any third party; (3) any unauthorized use of the Website; (4) Your negligence or willful misconduct; or (4) Your use of the Website.
- ARBITRATION AND CLASS ACTION WAIVER.
- Binding Arbitration. Any dispute or claim arising in any way from Your use of the Website, except for disputes relating to the infringement of Our intellectual property rights or the access or use of the Website in violation of these Terms of Service, will be resolved by binding arbitration, rather than in court.
- No Judge or Jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms of Service as a court would.
- Arbitrator and Rules. The arbitration will be conducted before a neutral single arbitrator, whose decision will be final and binding, and the arbitral proceedings shall be governed by the AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer Related Disputes. These rules can be found on the AAA website at www.adr.org.
- Starting an Arbitration. To begin an arbitration proceeding, You must send Us a notice of dispute, in writing, setting forth Your name, address and contact information, the facts of the dispute and relief requested. You must send Your notice of legal dispute to Us. CloneConnect will send any notice of dispute to You at the contact information We have for You.
- Format of Proceedings. The arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions.
- Fees. If You initiate arbitration, Your arbitration fees will be limited to the filing fee set forth in the AAA’s Consumer Arbitration Rules. Unless the arbitrator finds the arbitration was frivolous or brought for an improper purpose, each party shall pay its own AAA and arbitrator’s fees and expenses. If the arbitrator finds the arbitration to be frivolous or brought for an improper purpose, then You agree to pay all costs and expenses connected to the arbitration.
- Individual Basis. To the fullest extent permitted by applicable law, You and CloneConnect each agree that any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, You and CloneConnect each waive any right to a jury trial. As a result, PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS. IN THIS EVENT, YOU AGREE THE SOLE PROPER FORUM AND VENUE IS A STATE COURT OF COMPETENT JURISDICTION LOCATED IN SAN DIEGO, CALIFORNIA.
- Limitation Period. In no event shall any claim, action or proceeding by You or CloneConnect be instituted more than one (1) year after the cause of action arose.
- Enforcement. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- Invalidity. If a court of competent jurisdiction finds the foregoing arbitration provisions invalid or inapplicable, or if you opt out as provided for in Section 6.11, You and CloneConnect each agree to the exclusive jurisdiction of a State court of competent jurisdiction located in San Diego, California, and You and CloneConnect each agree to submit to the exercise of personal jurisdiction of such courts for the purposes of litigating any applicable dispute or claim.
- Opting Out. If You do not want to arbitrate disputes with CloneConnect and You are an individual, You may opt out of this arbitration agreement by sending an email to support@CloneConnect.org within thirty (30) days of the first of the date You access or use the Website or the App.
- GENERAL PROVISIONS.
- Termination. If You breach any of the terms of these Terms of Service, without regard to whether such breach is material or results in a material adverse effect, all licenses granted by Us, including permission to use the Website, will terminate automatically. Your duty to indemnify Us survives any termination. Additionally, We may suspend, disable, or delete Your Account, the Website (or any part of the foregoing) with or without notice, for any or no reason. If We delete Your Account for any suspected breach of these Terms of Service by You, You are prohibited from re-registering for the Website under a different name. All sections which by their nature should survive the termination of these Terms of Service shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by CloneConnect or You. Termination will not limit any of CloneConnect’s other rights or remedies at law or in equity. Article 5.3, Indemnification and any other provision by its nature is intended to survive termination, does survive termination of this Agreement.
- Injunctive Relief. You agree that a breach of these Terms of Service will cause irreparable injury to CloneConnect for which monetary damages would not be an adequate remedy and CloneConnect shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
- Notices. We may give notice to You by means of a general notice on the Website, the App, electronic mail, or by written communication sent by first class mail or pre-paid post. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). You may give notice to Us (such notice shall be deemed given when received by Us) at any time by sending an email to support@CloneConnect.org. Please specify the reason for the email in the subject line so it can be forwarded to the proper department.
- U.S. Government Sanctions. You represent and warrant that: (1) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) You are not listed on any U.S. Government list of prohibited or restricted parties
- Miscellaneous. These Terms of Service may not be modified except by a writing executed by the duly-authorized representatives of CloneConnect and it may do so in its sole discretion. No other act, document, usage or custom will be deemed to modify or amend these Terms of Service. These Terms of Service will inure to the benefit of and will be binding upon each party’s successors and assigns. These Terms of Service and the licenses granted hereunder may be assigned by CloneConnect but may not be assigned by You without the prior express written consent of CloneConnect. Any attempt by You to assign these Terms of Service without the written consent of CloneConnect shall be null and void. If any provision hereof is or becomes, at any time or for any reason, unenforceable or invalid, no other provision hereof will be affected thereby and the remaining provisions will continue with the same effect as if such unenforceable or invalid provisions will not have been inserted herein; provided that the ability of either party to obtain substantially the bargained-for performance of the other will not have thereby been impaired. It is expressly understood that in the event either party on any occasion fails to perform any term hereof and the other party does not enforce that term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion. Nothing contained in these Terms of Service will be deemed to constitute either party as the agent or representative of the other party or both parties as joint venturers or partners for any purpose. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under these Terms of Service due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such occurrence. The headings and captions contained herein will not be considered to be part of the Terms of Service but are for convenience only. You and CloneConnect agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms of Service. In the event of any dispute with or involving CloneConnect, the laws of the State of California, excluding any conflicts and choice of law rules, exclusively govern these Terms of Service, Your use of the Website and Your rights. Your use of the Website may also be subject to other local, state, national, or international laws.
- Modifications. We may occasionally update these Terms of Service. When We do update these Terms of Service, We will also revise the “Last Updated” date at the top of these Terms of Service. If We make changes to these Terms of Service that, in Our discretion, We consider significant, We will post the updated Terms of Service on the Website and We may also send emails to Our users who have created an Account containing a link to the revised Terms of Service. If You continue to use the Website after We post an update to these Terms of Service, You indicate Your acceptance of the updated Terms of Service.
- Contact Us. If You have any questions regarding these Terms of Service the Website please contact us at support@CloneConnect.org.