Terms of Use
IMPORTANT! PLEASE CAREFULLY READ THESE TERMS OF USE ("TERMS") BEFORE USING THE SITES, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, WAIVERS OF RIGHTS, LIMITATION OF LIABILITY, YOUR INDEMNITY TO US, MANDATORY ARBITRATION AND WAIVER OF THE ABILITY TO BRING CLAIMS IN A CLASS ACTION FORMAT.
It's important that you read the entire Terms but here are some of the more significant terms that we want to bring to your attention (click on section references for details):
- Each time you use the sites, these Terms and any Additional Terms (defined below) apply. Any updates to them will apply to you prospectively; so you should check back each time you return for any updates. You agree that we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the home page of the sites (defined below), or in another reasonable manner; and we may contact you by mail or email sent to the address provided by you.
- You may only use the Materials (defined below) on the sites in connection with your permitted activities on the sites and not in an offline environment or in connection with another site or service. (Section 1 and Section 2) You grant us a broad license to content you submit or post. (Section 3)
- Except as set forth in the Privacy Policy that applies to the sites, you and ilibrium do not have a confidential, fiduciary, or any other special relationship by virtue of your use of the sites or your communications to ilibrium through or related to the sites. (Section 3)
- You consent to our Privacy Policy and our practices detailed in it, including targeted advertising.
- Many types of disputes that may arise in connection with your access to and use of the sites are subject to mandatory arbitration which includes your waiver of a right to a jury trial. (Section 19)
- We are providing the sites to you on an "as-is" basis, without any warranty of any kind, and our liability to you in connection with your use of the sites is very limited. Many other limitations and disclaimers relate to your use of the sites. (Section 14 and Section 15)
Introduction
These Terms constitute legally binding terms and govern your use of Starchamber.TV and the associated services, which are operated by ilibrium ("ILIBRIUM" or "we," "our," or "us") including but not limited to any interactive features, widgets, applications, content or downloads (collectively "Apps") that are owned or controlled by ilibrium, are available through the Websites or that interact with the Websites and post these Terms regardless of the type of device used to access them. The Websites and the Apps are collectively referred to herein as the "sites." These Terms do not apply to any other web site or any offline activities by ilibrium (unless specifically stated).You agree to these Terms by accessing, browsing or using the sites. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS, DO NOT USE THE SITES.
In some instances, both these Terms and a separate terms of service or guidelines document setting forth additional conditions may apply to a service or product offered via the sites ("Additional Terms") such as our rules applicable to User Forums (defined below) (the "Rules"). The Additional Terms are incorporated by reference into these Terms. To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.
In addition, please review the sites' Privacy Policy, which explains our information collection practices, such as the types of information we collect regarding visitors to the sites and how we may use that information. By using the sites, you acknowledge and accept the sites' Privacy Policy and consent to the collection and use of your data in accordance with the Privacy Policy. By using the sites, you further agree that ilibrium may change, alter, or modify the settings or configurations on your Internet Device (defined below) in order to allow for or optimize your use of the sites.
Table of Contents
- Ownership of Site Materials
We or our subsidiaries or affiliates own, control or license the Materials available on the sites. - Your License to Use Materials
On our sites we grant only you a limited revocable license to use the site. - Information You Submit
You grant us a broad license, which we may sublicense, to your content. - Rules
Your use is subject to our rules. - Copyright Complaints
Copyright owners may give us notice of infringement. - Account Registration
You may open, revise and close your accounts. - Your Warranties
There are certain representations and warranties that you make to us. - User Interactions and Disputes
You are solely responsible for your interaction with other users of the sites, whether online or offline. - Promotions
Each Promotion offered on the sites may have additional terms and/or rules of participation. - Linked-To Websites; Advertisements; Dealings with Third Parties
We are not responsible for third parties or their apps or sites. - Linking Policy
You may link to our sites, subject to some basic rules. - Wireless
Wireless carrier charges may apply. - Software and Other Items Available For Download
Your use of the Downloadable Items may be governed by Additional Terms, which may be included with the Downloadable Items. - Disclaimer of Warranties
We disclaim most warranties and provide the sites "As Is". - Disclaimer/Limitation of Liability
Our liability is greatly limited. - Indemnification
You are required to indemnify us for certain types of claims. - Termination and Modification
We reserve the right to terminate or modify your access to and use of the sites. - Location of Sites and Territorial Restrictions
We operate the sites from our servers located in the United States. - Governing Law, Jurisdiction, Dispute Resolution, Arbitration and No Class Relief
You agree to arbitrate most disputes and waive jury trial and class actions. - Notices
You agree that we may give you notices of new, revised, or changed terms and other important matters by prominently posting notice on the home page of the sites, or in another reasonable manner. - Change Provisions
We reserve the right to modify these terms, prospectively for future transactions in accordance with the notices provision of these terms. - Information the Sites Collect
Tracking technologies collect usage information based on your device identifier. - Third Party Ads
We and third parties may send you targeted ads based on your location, information and/or behavior. If you object, do not use our sites and/or exercise choices some third parties may offer. - Miscellaneous
You agree to various other terms and conditions.
More full details of Terms of Service
1. Ownership of Site Materials
Materials. The sites (including past, present and future versions) and all Materials that are included in or are otherwise a part of the sites, including, without limitation: graphics; layout; text; content; instructions; images; audio; videos; designs; advertising copy; trademarks; logos; domain names; trade names; service marks and trade identities; any and all copyrightable material (including source and object code); the "look and feel" of the sites; the compilation, assembly and arrangement of the Materials of the sites; and all other Materials related to the sites (collectively, the "Materials") are owned, controlled or licensed by ilibrium, its subsidiaries or affiliates and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent, publicity and other laws, rules, regulations and international treaties. Except as expressly set forth in these terms or otherwise expressly granted to you in writing by ilibrium, no rights (either by implication or otherwise) are granted to you. Any and all rights to use any Materials not expressly granted to you under this Terms are hereby reserved for ilibrium and/or its members, subsidiaries, affiliates or its licensors. Nothing contained in these Terms will affect, impair, or limit in any way ilibrium's rights to exploit fully any or all of the Materials. You acknowledge and agree that you will not, directly or indirectly, contest, challenge, aid or abet in contesting or challenging the validity or ownership of the Materials, or take any action whatsoever in derogation of ilibrium's rights therein, or in breach of, any terms and conditions contained in this Terms. You acknowledge and agree that you will not acquire or claim any rights in the Materials, or aid or abet anyone else in doing so.
Copyright/Trademarks. The entire contents of the sites (including the Materials) are copyrighted under the United States copyright laws and/or similar laws of other jurisdictions. Without limitation, ilibrium owns a copyright in the selection, coordination, arrangement and enhancement of the Materials on the sites. Third-party content providers own the copyright in content that is original to them. Trademarks and service marks that appear on the sites, including, but not limited to, those listed at http://www.starchamber.tv, are the service and trademarks of ilibrium. Without ilibrium's prior written permission, you agree not to display or use, in any manner any such marks and all goodwill associated with any use by you thereof will inure exclusively to ilibrium or their respective owners. The Materials may not be copied, reproduced, downloaded or distributed in any way, in whole or in part, without the express prior written permission of ilibrium, unless and except as is expressly provided in these Terms. Any unauthorized use of the Materials is prohibited. You agree to abide by any and all additional trademark and copyright notices, information or restrictions contained in any part of the sites.
2. Your License to Use Materials On Our Site
License. Subject to your strict compliance with these Terms and any Additional Terms, ilibrium grants you a limited, personal, non-exclusive, non-commercial, revocable, non-assignable and non-transferable license to: download (temporary storage only), display, view, use and/or play a single copy of the Materials (excluding source and object code in raw form or otherwise, other than as made available to access and use via a standard web browser to enable display) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, an "Internet Device") for your personal, non-commercial use only; provided that: (a) you keep intact all trademark, copyright and other proprietary notices contained in the original Materials or any authorized copy you may make of the Materials; (b) you do not use the Materials in a manner that suggests an association with any of our products, services or brands; (c) you make no modifications to the Materials; (d) you do not allow or aid or abet any third party (whether or not for your benefit): (i) to copy or adapt the source or object code of the sites' software, HTML, JavaScript or other programming code; or (ii) reverse engineer, decompile, reverse assemble, modify or attempt to discover any source code that the sites create to generate their web pages or any software or other products or processes accessible through the sites; and (e) you do not insert any code or product to manipulate the Materials in any way that affects any user's experience of the sites. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Materials, and (ii) may be immediately suspended or terminated for any reason, in ilibrium's sole discretion, and without advanced notice or liability. In some instances, we may permit you to have greater access to and use of Materials, subject to certain Additional Terms.
Prohibited Activities. You also agree that you will not: (a) use any robot, spider, rover, scraper, or any other data mining technology or automatic or manual process to monitor, cache, frame, mask, extract data from, copy or distribute the Materials (except as may be a result of standard Internet browser or search engine); (b) fail to follow the instructions provided on the sites in a "robots.txt" file or similar mechanism (to the extent that you provide standard search engine services to the public); nor will you (c) modify, frame, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party web site, or otherwise use the Materials in any way for any public or commercial purpose except as specifically permitted by these Terms or ilibrium without the prior written consent of ilibrium.
3. Information You Submit
User Content. The sites may provide you and others with the opportunity to participate in forums, blogs, groups, message boards, social networking, social communities and other communication functionality (collectively, "User Forums") and may provide you with the opportunity, through such features or otherwise, to submit, post, display, transmit, perform, publish, distribute or broadcast content and materials to ilibrium or the sites, including, without limitation, photographs, writings, music, video, audio recordings, computer graphics, pictures, data, questions, comments, suggestions or personally identifiable information (collectively, "User Content").
Terms Applicable to User Content. Except as otherwise described in the sites' posted Privacy Policy, or any Additional Terms, you agree that: (a) your User Content will be treated as non-confidential and non-proprietary — regardless of whether you mark them "confidential," "proprietary," or the like — and will not be returned; and (b) ilibrium does not assume any obligation of any kind to you or any third party with respect to your User Content. You agree that you either: (i) own the rights to the User Content you submit and the right to grant all of the rights and licenses in these Terms; or (ii) you have all necessary rights and licenses from the owner(s) of such rights to enter into these Terms and grant ilibrium these licenses. Upon ilibrium's request, you will furnish ilibrium any documentation, substantiation or releases necessary to verify your compliance with these Terms. You also acknowledge that the Internet may be subject to breaches of security and that submissions of User Content or other information may not be secure, and you should consider this before submitting any information to ilibrium.
License to ilibrium for User Content. Except as may otherwise be described in any Additional Terms (such as a contest official rules), which govern the submission of your User Content), you grant to ilibrium the unrestricted, unconditional, non-exclusive, unlimited, worldwide, irrevocable, perpetual and royalty-free right and license to host, use, copy, distribute, reproduce, disclose, sell, re-sell, sub-license (through multiple levels), display, publicly perform, transmit, publish, broadcast, modify, reformat, translate, archive, store, cache, make derivative works of, or otherwise use and exploit in any manner whatsoever, all or any portion of your User Content for any purpose whatsoever in all formats; on or through any media, software, formula or medium now known or hereafter developed; and with any technology or devices now known or hereafter developed and to advertise, market and promote the same. Without limitation, the granted rights include the right to configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User Content and combine the same with other materials. You further agree that ilibrium is free to use any ideas, concepts, know-how or techniques contained in any User Content you send to the Sites or ilibrium, for any purposes whatsoever, including, without limitation, developing, manufacturing and marketing products and or services using such User Content; or creating informational articles based on or advertising our products and services, without compensation to you of any kind. You further perpetually and irrevocably grant ilibrium the unconditional right to use and exploit your name, persona and likeness included in any User Content and in connection with any User Content, without any obligation or compensation to you. You also grant to ilibrium the right to sub-license and authorize others to exercise any of the rights granted to ilibrium under these Terms; and each such third party will be entitled to benefit from the rights and licenses granted to ilibrium under these Terms. You further authorize ilibrium to publish your User Content in a searchable format that may be accessed by users of the sites and the Internet. Except as prohibited by law, you waive any moral rights you may have in any User Content you submit, even if such User Content is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section.
ilibrium's Obligations Regarding User Content. You agree that ilibrium has no obligation to pre-screen, monitor or enforce your intellectual property rights to your User Content but has the right to protect and enforce its and its licensees' licensed rights to your User Content. You further acknowledge and agree that ilibrium will not have any obligation to, but may review, monitor, display, accept or exploit any User Content and ilibrium may, in its sole discretion, delete, edit, distribute, move, block access, re-format, edit, alter, distort, remove or refuse to exploit User Content without notice or liability; provided, however, that ilibrium reserves the right to treat User Content on the sites, or on certain portions of the sites, as content stored at the direction of users for which ilibrium will not exercise editorial control except to enforce the rights of third parties and the content restrictions set forth in the Rules when notice of such violations are directed to ilibrium's attention. User Content posted may not be maintained on the sites by us for any period of time, we may delete it at our discretion and you have no right to access or control any User Content that you provide. You agree and understand that ilibrium is not obligated to use User Content and that you will not receive any consideration or compensation for your User Content or for any exploitation of it.
Your Obligations Regarding User Content. You agree that you must evaluate, and bear all risks associated with, the use of any of User Content, including, but not limited to, any reliance on the accuracy, completeness, or usefulness of User Content. As ilibrium may not pre-screen User Content, you bear legal responsibility for others' exposure to any offensive indecent or objectionable content in User Content.
ilibrium's Exclusive Right to Manage All User Content. ilibrium may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your User Content, and ilibrium may, in its sole discretion, delete, move, re-format, remove or refuse to post or otherwise make use of User Content without notice or any liability to you or any third party. ilibrium reserves the right, however, to treat User Content on the Sites as content stored at the direction of users for which ilibrium will not exercise control except to block or remove content that comes to ilibrium's attention and is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or otherwise objectionable, or to enforce the rights of third parties or the content restrictions set forth below in the Rules when notice of their violation comes to ilibrium's attention. Such User Content submitted by you or others need not, however, be maintained on the sites by us for any period of time and you will not have the right, once submitted, to access, archive, maintain, or otherwise use such User Content on the sites or elsewhere.
Enforcement. ilibrium has no obligation to monitor or enforce your intellectual property rights to your User Content, but you grant us the right to protect and enforce our rights to your User Content, including by bringing and controlling actions in your name and on your behalf (at ilibrium's cost and expense, to which you hereby consent and irrevocably appoint ilibrium as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
Idea Submissions Prohibited. ilibrium does not accept unsolicited submissions for motion pictures, television programs, web sites, articles e-books, or other products or services. It is our intent to avoid the possibility of future misunderstandings when projects developed by or on behalf of ilibrium (whether internally or by third parties) might seem to others to be similar to their own creative ideas or materials. Therefore, please do not make any such unsolicited submissions to ilibrium through the sites, including User Forums, by e-mail, text message or otherwise. However, if you decide to make any such unsolicited submission, you hereby grant to ilibrium the right and license to the submission as if it were User Content as specifically set forth above. In addition, ilibrium retains all of the rights held by members of the general public with regard to your unsolicited ideas and materials. ilibrium's receipt of your unsolicited ideas and materials is not an admission by ilibrium of their novelty, priority, or originality, and it does not impair ilibrium's right to contest existing or future intellectual property rights relating to your unsolicited ideas and materials.
4. Rules
As a user of the sites, you agree that the Rules located at http://starchamber.tv/nebula-rules are there to help you understand the conduct that is expected of ilibrium users who participate in auditions, competitions and performances, including any social networking opportunities on the sites. In addition to the Rules, we ask that your User Content relate to the content on the sites and should be intended to add to value to the community on the sites. It should not include irrelevant topics, media or postings. Your participation is subject to all the Terms, including the Rules and Additional Terms. We reserve the right, in our sole discretion, to monitor and screen all User Content submitted to the sites and may disregard any User Content that, in our sole discretion, violates these Terms, including the Rules or any Additional Terms, or that we otherwise find objectionable.
5. Copyright Complaints
We respect the intellectual property rights of others, and we prohibit users from posting, sharing, transmitting or otherwise making available any materials that infringe upon another party's intellectual property rights. However, material is posted on the sites by third parties not within our control, and we are under no obligation to and do not review all content on the sites for the inclusion of illegal or impermissible content. However, pursuant to our Infringements Policy, ilibrium does not permit material known by us to infringe another party's copyright to remain on the sites. In accordance with the Digital Millennium Copyright Act (the "DMCA") and other applicable law, we will promptly remove or disable access to the allegedly infringing material when we receive proper notification of an alleged copyright infringement as described below. Further, we will terminate, in appropriate circumstances and at our sole discretion, the accounts of members who are deemed to be repeat infringers. If you believe any material on the sites infringes a copyright, you should visit our Infringements Policy and provide us with written notice.
6. Account Registration
Certain areas of the sites may require registration or may otherwise ask you to provide information to participate in certain features, such as our User Forums, in order to receive electronic newsletters or mobile alerts or to access certain Materials or post User Content or to participate in social networking activities. The decision to provide this information is purely optional; however, if you elect not to provide such information, you may not be able to access certain Materials or User Content or participate in certain features of the Sites or engage in social networking. When you provide information to the sites, you agree to provide only true, accurate, current and complete information and acknowledge that it is your responsibility to keep registration and credit card information (if any) current.
If you register on the sites and/or create a personal profile, you agree to accept responsibility for all activities that occur under your account or password, if any, and you agree you will not sell, transfer or assign your membership or any membership rights. You are responsible for maintaining the confidentiality of your password, if any, and for restricting access to your computer (or other Internet Device, as applicable) so that others may not access the password protected portion of the sites using your account in whole or in part. You are fully responsible for all transactions and other activities that are undertaken using your username or password, including unauthorized use, until you terminate your account or notify ilibrium that your username or password has been lost, stolen or otherwise compromised. ilibrium reserves the right to terminate your account or otherwise deny you access, in its sole discretion, without notice and without liability.
7. Your Warranties
You represent and warrant that: (i) you are at least the age of majority in your jurisdiction of residence and you have the legal right and capacity to enter into these Terms in your jurisdiction and to comply with these Terms; (ii) all information you provide to ilibrium is true, accurate, complete and current; and (iii) you hold and will continue to hold all rights necessary to enter into and perform your obligations under these Terms. You also agree that you will be responsible for obtaining and maintaining all modem, telecommunications equipment, computer hardware, wireless devices and other equipment needed for access to and use of the sites and you will be responsible for all charges related thereto.
8. User Interactions and Disputes
You are solely responsible for your interaction with other users of the sites, whether online or offline. We are not responsible or liable for the conduct or content of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others, when you submit or post any personal or other information, and in all of your other online activities.
9. Promotions
From time to time, ilibrium may conduct promotions on or through the sites, including without limitation, contests, sweepstakes and other promotions ("Promotions"). Each Promotion may have additional terms and/or rules of participation ("Rules"), which will be posted or otherwise made available to you. The Rules for each Promotion in which you participate will be deemed incorporated into and form a part of these Terms for the Promotion(s). It is your responsibility to read the Rules to determine whether or not your participation, registration, or entry will be valid or restricted, and to determine your participation requirements.
10. Linked-To Websites; Advertisements; Dealings with Third Parties
Linked Websites; Advertisements. The sites may contain links, as part of third-party ads on the sites or otherwise, to or from third-party websites ("Linked Websites"), including websites operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with ilibrium. ilibrium may have no control over the content, operations, policies, terms, or other elements of Linked Websites, and ilibrium does not assume any obligation to review any Linked Websites. ilibrium does not endorse, approve, or sponsor any Linked Websites, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, ilibrium is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such sites. Finally, ilibrium will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within any Linked Websites. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use, and rules issued by the operator of the Linked Websites. ilibrium disclaims all liability in connection therewith.
Dealings with Third Parties. Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the sites (including, but not limited to, on or via Linked Websites or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). ilibrium disclaims all liability in connection therewith.
11. Linking Policy
ilibrium grants you the revocable permission to link to the sites; provided, however, that your web site, or any third party web sites that link to the sites: (a) may only link to a site's home page unless ilibrium has provided prior, written consent to link to other pages; (b) must not frame or create a browser or border environment around any of the content on the sites or otherwise mirror any part of the sites; (c) must not imply that ilibrium or the sites are endorsing or sponsoring it or its products, unless ilibrium has given its prior written consent; (d) must not present false information about, or disparage, tarnish, or otherwise, in ilibrium's sole opinion, harm ilibrium or its products or services; (e) must not use any ilibrium trademarks without the prior written permission from ilibrium; (f) must not contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable (in ilibrium's sole opinion); and (g) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms. By linking to the sites, you agree that you do and will continue to comply with the above linking requirements. Notwithstanding anything to the contrary contained in these Terms, ilibrium reserves the right to prohibit linking to the sites for any reason, in our sole and absolute discretion, even if the linking complies with the requirements described above.
12. Wireless
Wireless Features. The sites may offer certain features and services that are available to you via your wireless Internet Device. These features and services may include the ability to access the sites' features and upload content to the sites, receive messages from the sites, and download applications to your wireless Internet Device (collectively, "Wireless Features"). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Internet Device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues.
Terms of Wireless Features. You agree that as to the Wireless Features for which you are registered for, we may send communications to your wireless Internet Device regarding us or other parties. Further, we may collect information related to your use of the Wireless Features. If you have registered via the site for Wireless Features, then you agree to notify ilibrium of any changes to your wireless contact information (including phone number) and update your accounts on the sites to reflect the changes.
13. Software and Other Items Available For Download
Any items that we make available for download or use from the sites and/or our servers (the "Downloadable Items") are the copyrighted work of ilibrium or its licensors or suppliers. Your use of the Downloadable Items may be governed by Additional Terms, which may be included with the Downloadable Items. Please carefully read any Additional Terms to determine the full extent of conditions governing the use of such Downloadable Items. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE DOWNLOADABLE ITEMS TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE ADDITIONAL TERMS APPLICABLE TO SUCH DOWNLOADABLE ITEMS. Note that if you install certain applications that may be available via the sites, you consent to the download of software to your computer and accept these Terms and any Additional Terms related to such application.
14. Disclaimer of Warranties
THE SITES, INCLUDING, WITHOUT LIMITATION, THE MATERIALS, ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ILIBRIUM AND ITS PARENT, SUBSIDIARIES OR AFFILIATES AND EACH OF THEIR EMPLOYEES, DIRECTORS, OFFICERS, MEMBERS, SHAREHOLDERS, AGENTS, VENDORS, AND CONTRACTORS COLLECTIVELY, THE "ILIBRIUM PARTIES") MAKE NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SITES; (B) THE MATERIALS ON OR PROVIDED THROUGH THE SITES; (C) THE DOWNLOADABLE ITEMS; (D) USER CONTENT; (E) THE FUNCTIONS MADE ACCESSIBLE ON OR THROUGH THE SITES; (F) ANY PRODUCTS, SERVICES OR INSTRUCTIONS OFFERED OR REFERENCED AT THE SITES; AND/OR (G) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TRANSMITTED TO OR FROM ILIBRIUM OR VIA THE SITES. IN ADDITION, THE ILIBRIUM PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
THE ILIBRIUM PARTIES DO NOT REPRESENT OR WARRANT THAT THE SITES OR THE FUNCTIONS CONTAINED THEREIN WILL BE ERROR- FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SITES OR THE SERVER THAT MAKES THE SITES AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES OR OTHER MALWARE. THE ILIBRIUM PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SITES IS ACCURATE, COMPLETE, CORRECT, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE. THE ILIBRIUM PARTIES DO NOT WARRANT THAT YOUR USE OF THE SITES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE ILIBRIUM PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO THESE TERMS.
BY ACCESSING OR USING THE SITES, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SITES.
15. Disclaimer/Limitation of Liability
LIMITATIONS OF LIABILITY. UNDER NO CIRCUMSTANCES WILL THE ILIBRIUM PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO (A) THE SITES; (B) THE MATERIALS; (C) THE DOWNLOADABLE ITEMS; (D) USER CONTENT; (E) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SITES; (F) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE ILIBRIUM PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SITES; (G) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (H) ANY ERRORS OR OMISSIONS IN THE SITES. TECHNICAL OPERATION; OR (I) ANY DAMAGE TO ANY USERS COMPUTER, HARDWARE, COMPUTER SOFTWARE, WIRELESS DEVICES, CELLULAR PHONE, MODEM OR OTHER EQUIPMENT OR TECHNOLOGY, INCLUDING, WITHOUT LIMITATION, 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, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE ILIBRIUM PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED, IN WHOLE OR IN PART, BY NEGLIGENCE, ACTS OF GOD,TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SITES). IN NO EVENT WILL THE ILIBRIUM PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES, COUNTRIES, PROVINCES AND TERRITORIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE ILIBRIUM PARTIES. TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED TEN UNITED STATES DOLLARS ($10.00).
YOUR ACCESS TO AND USE OF THE SITES IS AT YOUR RISK. IF YOU ARE DISSATISFIED WITH THE SITES OR ANY OF THE MATERIALS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SITES OR THE MATERIALS.
WAIVER OF UNKNOWN CLAIMS. BY ACCESSING THE SITES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
16. Indemnification
You agree to defend (if requested by ilibrium), indemnify and hold harmless the ilibrium Parties from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, settlements and expenses, including attorneys' fees, that directly or indirectly arise from or are otherwise directly or indirectly related to: (a) User Content; (b) your use of the sites or activities in connection with the sites; (c) your breach of these Terms; (d) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities in connection with your use of the sites or your activities in connection with the sites, including, without limitation, all regulatory, administrative and legislative authorities; (e) information or material transmitted through your Internet Device used to access the sites, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or entity or defames any person; (f) any misrepresentation made by you; or (g) the ilibrium Parties' use of your information that you submit to us (including your User Content). You will cooperate as fully required by the ilibrium Parties in the defense of any claim. Notwithstanding the foregoing, the ilibrium Parties retain the exclusive right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of action which are brought against them herein under the terms and provisions of this Section. The ilibrium Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized officer of the ilibrium Parties.
17. Termination and Modification
Termination. ilibrium reserves the right to terminate your access to and use of the sites, in its sole discretion, without notice and liability, including, without limitation, if ilibrium believes your conduct fails to conform with these Terms, including the Rules or any Additional Terms. ilibrium also reserves the right to investigate suspected violations of these Terms, including the Rules or any Additional Terms, including, without limitation, any violation arising from any e-mails you send to the sites or ilibrium. Any violation, or potential violation, of these Terms, including the Rules or any Additional Terms may be referred to law enforcement authorities.
Modifications. ilibrium reserves the exclusive right to modify, withdraw, suspend or discontinue, temporarily or permanently, at any time and from time to time, any Materials available on the sites, without limitation, in whole or in part, including the cessation of all activities associated with the sites, with or without notice. You agree that ilibrium will not be liable to you or to any third party for any modification, suspension or discontinuance of the sites or any part thereof.
What happens upon Termination? Upon termination of your access to the Sites, or upon demand from ilibrium, all rights granted to you under these Terms will cease immediately, and you agree that you will: (a) immediately discontinue use of the sites, including links to the sites; and (b) destroy all Materials obtained from the sites and all related documentation.
18. Location of Sites and Territorial Restrictions
Location of sites. The information provided on the sites is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject ilibrium to any registration requirement within such jurisdiction or country. ilibrium controls and operates the sites from offices located in the United States and makes no representations or warranties that the information, products or services contained on the sites are appropriate for use or access in other locations. Anyone using or accessing the sites from other locations does so on his or her own initiative and are responsible for compliance with United States', and local laws regarding online conduct and acceptable content, if and to the extent such local laws are applicable. We reserve the right to limit the availability of the sites and/or the provision of any content, program, product, service or other feature described or available thereon to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such content, program, product, service or other feature that we provide.
Software. Software related to or made available by the sites may be subject to United States export controls. Thus, no software from the sites may be downloaded, exported or re-exported (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any software related to the sites, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
19. Governing Law, Jurisdiction, Dispute Resolution, Arbitration and No Class Relief
GOVERNING LAW/JURISDICTION. THESE TERMS AND THE INTERPRETATION OF THESE TERMS WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES AND SPECIFICALLY WILL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. YOU AGREE THAT JURISDICTION OVER AND VENUE IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SITES, THE USE OR ACCESS THEREOF, OR THESE TERMS MUST BE IN THE STATE OR FEDERAL COURTS LOCATED IN LOS ANGELES COUNTY, CALIFORNIA AND YOU HEREBY CONSENT AND SUBMIT TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS LOCATED IN LOS ANGELES COUNTY, CALIFORNIA FOR ANY SUCH LEGAL PROCEEDING. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE WITH RESPECT TO ANY SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.
A. First — Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the sites, the Materials, your User Content, these any Additional Terms, whether heretofore or hereafter arising (collectively, "Dispute"), or to any of ilibrium's actual or alleged intellectual property rights (an "Excluded Dispute", which includes those actions set forth in Section 19(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 19(A). Your notice to us must be sent to: ilibrium LLC, 5900 Wilshire Blvd., Suite 140, Los Angeles, CA 90036 (Attn: General Counsel). For a period of sixty (60) days from the date of receipt of notice from the other party, ilibrium 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 ilibrium to resolve the Dispute or Excluded Dispute on terms with respect to which you and ilibrium, 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 19(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 19(B). If we cannot resolve an Excluded Dispute as set forth in Section 19(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 ilibrium consent, in a writing signed by you and an officer or legal representative of ilibrium, 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 19(B).
Upon expiration of the applicable sixty (60)-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 ilibrium 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 (2) 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 ilibrium do not both consent to the arbitration of an Excluded Dispute as set forth in the immediately preceding paragraph of this Section 19(B)(i), then this paragraph and the remainder of this Section 19(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 ilibrium consent to in writing. The substantive practice area requirements for the arbitrator and the $250,000 threshold for 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 orother 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 ilibrium to pay a greater portion or all of such fees and costs in order for this Section 14 to be enforceable, then ilibrium will have the right to elect to pay the fees and costs and proceed to arbitration. 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 A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 14(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED.
D. Injunctive Relief. The foregoing provisions of this Section 19 will not apply to any legal action taken by ilibrium 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 sites, any Materials, your User Content and/or ilibrium's intellectual property rights (including such ilibrium may claim that may be in dispute), ilibrium's operations, and/or ilibrium'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 19(G).
F. No Class Action Matters. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitration(s) 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 19(B)(i) holds that this restriction is unconscionable or unenforceable, then our agreement in Section 19(B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 19(G).
G. Federal and State Courts in Los Angeles. Except to the extent that arbitration is required in Section 19(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 County. Accordingly, you and ilibrium consent to the exclusive personal jurisdiction and venue of such courts for such matters.
This Section 19 can only be changed or terminated upon mutual agreement.
20. Notices
You agree that: (1) we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the home page of the Services, or in another reasonable manner; and (2) we may contact you by mail or e-mail sent to the address provided by you. You agree to promptly notify us if you change your e-mail or mailing address.
21. Change Provisions
These Terms, in the form posted at the time of your use of the Sites, govern your use of the sites. As our business evolves, we may prospectively modify the Terms, and any Additional Terms, under which we will offer the sites to you on a going forward basis (i.e., prior terms will continue to govern the prior use and transactions) ("Updated Terms"). You agree that we may notify you of the Updated Terms by posting them on the sites (or in any other reasonable manner of notice we elect), and that your use of the sites after such notice constitutes your going forward agreement to the Updated Terms for your new use and transactions. Therefore, you should review these Terms and any applicable Additional Terms each time you use the sites (at least prior to each transaction or submission). The Updated Terms will be effective prospectively as to new use and transactions as of the time that we post them on the sites, or such later date as may be specified in them or in other notice to you, unless mutually agreed. In the event notice to you of new, revised or additional terms is deemed insufficient by a Court or arbitrators pursuant to the arbitration provisions of these Terms, the prior agreement shall continue until sufficient notice is given and a new agreement is made. You should frequently check the home page, your message account and the e-mail you associated with your registration for notices, all of which you agree are reasonable manners of providing you notice. You can reject any new, revised or additional terms by discontinuing use of our sites.
22. Information the Sites Collect
As more specifically detailed in our Privacy Policy, by using our sites you understand and consent to the following: a. Information We Collect or Store As You Access And Use the sites in addition to any Personal Information (as defined in the Privacy Policy) or other information that you choose to submit to us, we and our third-party service providers may use a variety of technologies that automatically (or passively) store or collect certain information whenever you visit or interact with the sites ("Usage Information"). This Usage Information may be stored or accessed using a variety of technologies that may be downloaded to your personal computer, laptop, tablet or mobile phone (a "Device") whenever you visit or interact with our sites. Usage Information may be non-identifying or may be associated with you. Whenever we associate Usage Information with your Personal Information, we will treat it as Personal Information. This Usage Information may include: your IP address or other unique identifier ("Device Identifier"). A Device Identifier is a number that is automatically assigned to your Device used to access the sites, and our computers identify your Device by its Device Identifier; your Device functionality (including browser, operating system, hardware, mobile network information); the URL that referred you to our sites; the areas within our sites that you visit and your activities there, including remembering you and your preferences; your Device location; your Device characteristics; and certain other Device data, including the time of day, among other information.
We may use various developed methods and technologies to store or collect Usage Information ("Tracking Technologies"). A few of the Tracking Technoloies include, without limitation, the following (and subsequent technology and methods hereafter developed):
Cookies. A cookie is a data file placed on a Device when it is used to visit the sites. A Flash cookie (or locally shared object) is a data file placed on a Device via the Adobe Flash plug-in that may be built-in to or downloaded by you to your Device. HTML5 cookies can be programmed through HTML5 local storage. Unlike Flash cookies, HTML5 cookies do not require a plug-in. Regular cookies may generally be disabled or removed by tools that are available as part of most commercial browsers, and in some but not all instances can be blocked in the future by selecting certain settings. Each browser you use will need to be set separately and different browsers offer different functionality and options in this regard. Also, these tools may not be effective with regard to Flash cookies or HTML5 cookies. For information on disabling Flash cookies go to Adobe's website www.adobe.com. Please be aware that if you disable or remove cookies, Flash cookies, or HTML5 cookies on your Device, some parts of our sites may not function properly, and that when you revisit our sites your ability to limit cookies is subject to your browser settings and limitations.
Mobile Device Identifiers. Certain mobile service providers uniquely identify mobile devices and we or our third-party service providers may receive such device information if you access the sites through mobile devices. Certain features of our sites may require collection of mobile phone numbers, and we may associate that phone number to mobile device identification information. Additionally, some mobile phone service providers operate systems that pinpoint the physical location of devices that use their service. Depending on the provider, we or our third-party service providers may receive this information.
Web Beacons. Small graphic images or other web programming code called web beacons (also known as "1x1 GIFs" or "clear GIFs")may be included in our sites' pages and messages. Web beacons may be invisible to you, but any electronic image or other web programming code inserted into a page or e-mail can act as a web beacon. Web beacons or similar technologies may be used for a number of purposes, including, without limitation, to count visitors to the sites, to monitor how users navigate the sites, to count how many e-mails that were sent were actually opened or to count how many particular articles or links were actually viewed.
Embedded Scripts. An embedded script is programming code that is designed to collect information about your interactions with the sites, such as the links you click on. The code is temporarily downloaded onto your Device from our web server or a third party service provider, is active only while you are connected to the sites, and is deactivated or deleted thereafter.
ETag, or entity tag. A feature of the cache in browsers. It is an opaque identifier assigned by a web server to a specific version of a resource found at a URL. If the resource content at that URL ever changes, a new and different ETag is assigned. Used in this manner ETags are a form of Device Identifier. ETag tracking may generate unique tracking values even where the consumer blocks HTTP, Flash, and HTML5 cookies.
We may use Tracking Technologies for a variety of purposes, including:
Strictly Necessary. We may use cookies or other technologies that we consider are strictly necessary to allow you to use and access our sites, including cookies required to prevent fraudulent activity, improve security or allow you to make use of shopping-cart functionality.
Performance-Related. We may use cookies or other technologies that are useful in order to assess the performance of the sites, including as part of our website analytic practices or otherwise to improve the content, products or services offered through the sites.
Functionality-Related. We may use cookies or other technologies that are required to offer you enhanced functionality when accessing the sites, including identifying you when you sign-in to our sites or keeping track of your specified preferences, including in terms of the presentation of content on our sites.
Advertising-Related. We may use cookies or other technologies to deliver content, including ads, relevant to your interests on our sites and third-party sites based on how you interact with our advertisements or content. This includes using cookies to understand the usefulness to you of the advertisements that have been delivered to you. Further information on this is found in Section 22 below.
We obtain your consent to our information storage or collection Tracking Technologies by providing you with transparent information in our Privacy Policy and providing you with the opportunity to make your choice. Please note that we are not required to obtain your express consent to the information collection technologies identified above that are strictly necessary to allow you to use and access our sites. You have the right to object to the use of information storage or collection technologies - further information on this right for advertising-related technologies is found in Section 22 below.
b. Information About Your Location
The sites and/or related applications may use geo-tracking software (or other location based services) to locate you so we may verify your location, deliver you relevant content based on your location as well as to share your location with our vendors as part of the services of the sites. With your consent, we provide location-based services or provide third parties access to your approximate or exact location information. You should consider the risks involved in disclosing your location information to other people. Further, with your consent, we may use your geo-location information to display businesses that are nearby to you or to present you with location-based offers. We may make assumptions about your location based on your IP Address or otherwise.
23. Third Party Ads
The sites may use third parties such as network advertisers to serve advertisements on the sites and may use third party analytics service providers to evaluate and provide us and/or third parties with information about the use of the sites and viewing of ads and of our content. Network advertisers are third parties that display advertisements, which may be based on your visits to the sites andother web sites you have visited. Third party ad serving enables us to target advertisements to you for products and services in which you might be interested.
The sites' third party ad network providers, the advertisers, the sponsors and/or traffic measurement services may themselves set and access their own cookies (including Flash cookies), web beacons and other Tracking Technologies on your Device and track certain behavioral Usage Information regarding users of your Device via a Device Identifier. These third party Tracking Technologies may be set to, among other things: (a) help deliver advertisements to you that you might be interested in; (b) prevent you from seeing the same advertisements too many times; and (c) understand the usefulness to you of the advertisements that have been delivered to you. You acknowledge and agree that associated technology may access and use your Device and may set or change settings on your Device in connection with the associated operations. Note that any images (or any other parts of content) served by third parties in association with third party ads or other content may serve as web beacons, which enable third parties to carry out the previously described activities.
Third party cookies (including Flash cookies), web beacons, ETags and other Tracking Technologies are not controlled by us, even if they use our technology to store or collect data. This Privacy Policy does not apply to the methods for collecting information used by these third party advertisers and others or the use of the information that such third parties collect. We do however work with third parties to ensure that you are provided with the necessary information and are provided with the opportunity to make your choice. The relevant third partys terms of use, privacy policy, permissions, notices and choices should be reviewed regarding their collection, storage and sharing practices. We make no representations regarding the policies or practices of third party advertisers or advertising networks.
While we may use a variety of companies to serve advertisements on the sites, you may wish to visit http://www.networkadvertising.org/optout_nonppii.asp, which provides information regarding this practice by Network Advertising Initiative ("NAI") members, and your choices regarding having this information used by these companies, including the "opt-out" procedures of NAI members. Opting out of one or more NAI members only means that those NAI members will no longer be able to deliver targeted content and/or ads to you, which will affect this and other web sites, but does not mean you will no longer receive any targeted content and/or ads. Also, if your browsers are configured to reject cookies when you visit this opt-out page, or you subsequently erase your cookies, use a different Device or change web browsers, your NAI opt-out may not, or may no longer, be effective. Additional information is available on the NAI's web site accessible by the above link. If you are in the United States, you may also opt-out of receiving third party behavioral ads on this site by visiting the Digital Advertising Alliance website at http://www.aboutads.info/choices/#completed. If you are in Australia, you may wish to visit http://www.youronlinechoices.com.au for similar information about managing your online behavioral advertising choices.
24. Miscellaneous
The failure of ilibrium to act with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit ilibrium's rights with respect to such breach or any subsequent breaches. No waiver by ilibrium of any of these Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of ilibrium. Neither the course of conduct between the parties nor trade practice will act to modify these Terms. ilibrium may assign its rights and duties under these Terms to any party at any time without any notice to you. These Terms may not be assigned by you without ilibrium's prior written consent. If any provision of these Terms will be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. The Section titles are inserted only as a matter of convenience and have no legal or contractual effect. You agree that these Terms will not be construed against ilibrium by virtue of having drafted them. ilibrium reserves the right to deny access to all or part of the sites to you or any person in its sole discretion without notice or liability of any kind. Any violation of these Terms may be referred to law enforcement authorities. These Terms, together with any Additional Terms and Rules, constitutes the entire understanding and agreement between you and ilibrium and supersedes any and all prior or inconsistent understandings relating to the sites and your use of the sites and services provided by the sites.