Emerge ai, Inc.
Attn: Copyright Agent
412 Linden Avenue
Rochester
,
NY
14611
United States
17. TERM AND TERMINATION
These Legal Terms shall remain in full force and effect while you
use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE
LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND
WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE
SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON
FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR
BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN
THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY
TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE
YOUR ACCOUNT AND
ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT
WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are
prohibited from registering and creating a new account under your
name, a fake or borrowed name, or the name of any third party,
even if you may be acting on behalf of the third party. In
addition to terminating or suspending your account, we reserve the
right to take appropriate legal action, including without
limitation pursuing civil, criminal, and injunctive redress.
18. MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of
the Services at any time or for any reason at our sole discretion
without notice. However, we have no obligation to update any
information on our Services.
We will not be liable to you or any third party for any
modification, price change, suspension, or discontinuance of the
Services.
We cannot guarantee the Services will be available at all times.
We may experience hardware, software, or other problems or need to
perform maintenance related to the Services, resulting in
interruptions, delays, or errors. We reserve the right to change,
revise, update, suspend, discontinue, or otherwise modify the
Services at any time or for any reason without notice to you. You
agree that we have no liability whatsoever for any loss, damage,
or inconvenience caused by your inability to access or use the
Services during any downtime or discontinuance of the Services.
Nothing in these Legal Terms will be construed to obligate us to
maintain and support the Services or to supply any corrections,
updates, or releases in connection therewith.
19. GOVERNING LAW
These Legal Terms and your use of the Services are governed by and
construed in accordance with the laws of
the State of
__________
applicable to agreements made and to be entirely performed within
the State of
__________
,
without regard to its conflict of law principles.
20. DISPUTE RESOLUTION
Informal Negotiations
To expedite resolution and control the cost of any dispute,
controversy, or claim related to these Legal Terms (each a
"Dispute" and collectively, the "Disputes"
) brought by either you or us (individually, a
"Party" and collectively, the "Parties"
), the Parties agree to first attempt to negotiate any Dispute
(except those Disputes expressly provided below) informally for at
least
thirty (30)
days before initiating arbitration. Such informal negotiations
commence upon written notice from one Party to the other Party.
Binding Arbitration
If the Parties are unable to resolve a Dispute through informal
negotiations, the Dispute (except those Disputes expressly
excluded below) will be finally and exclusively resolved by
binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION,
YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
The arbitration shall be commenced and conducted under the
Commercial Arbitration Rules of the American Arbitration
Association (
"AAA"
) and, where appropriate, the AAA’s Supplementary Procedures for
Consumer Related Disputes (
"AAA Consumer Rules"
), both of which are available at the
American Arbitration Association (AAA) website
. Your arbitration fees and your share of arbitrator compensation
shall be governed by the AAA Consumer Rules and, where
appropriate, limited by the AAA Consumer Rules.
If such costs are determined by the arbitrator to be excessive, we
will pay all arbitration fees and expenses.
The arbitration may be conducted in person, through the submission
of documents, by phone, or online. The arbitrator will make a
decision in writing, but need not provide a statement of reasons
unless requested by either Party. The arbitrator must follow
applicable law, and any award may be challenged if the arbitrator
fails to do so. Except where otherwise required by the applicable
AAA
rules or applicable law, the arbitration will take place in
Delaware
. Except as otherwise provided herein, the Parties may litigate in
court to compel arbitration, stay proceedings pending arbitration,
or to confirm, modify, vacate, or enter
judgment
on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than
arbitration, the Dispute shall be commenced or prosecuted in the
state and federal courts
located in
Delaware
, and the Parties hereby consent to, and waive all
defenses
of lack of personal jurisdiction, and forum non conveniens with
respect to venue and jurisdiction in such
state and federal courts
. Application of the United Nations Convention on Contracts for
the International Sale of Goods and the Uniform Computer
Information Transaction Act (UCITA) are excluded from these Legal
Terms.
In no event shall any Dispute brought by either Party related in
any way to the Services be commenced more than
one (1)
years after the cause of action arose.
If this provision is found to be illegal or unenforceable, then
neither Party will elect to arbitrate any Dispute falling within
that portion of this provision found to be illegal or
unenforceable and such Dispute shall be decided by a court of
competent jurisdiction within the courts listed for jurisdiction
above, and the Parties agree to submit to the personal
jurisdiction of that court.
Restrictions
The Parties agree that any arbitration shall be limited to the
Dispute between the Parties individually. To the full extent
permitted by law, (a) no arbitration shall be joined with any other
proceeding; (b) there is no right or authority for any Dispute to be
arbitrated on a class-action basis or to
utilize
class action procedures; and (c) there is no right or authority for
any Dispute to be brought in a purported representative capacity on
behalf of the general public or any other persons.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the
above provisions concerning informal negotiations binding
arbitration: (a) any Disputes seeking to enforce or protect, or
concerning the validity of, any of the intellectual property rights
of a Party; (b) any Dispute related to, or arising from, allegations
of theft, piracy, invasion of privacy, or
unauthorized
use; and (c) any claim for injunctive relief. If this provision is
found to be illegal or unenforceable, then neither Party will elect
to arbitrate any Dispute falling within that portion of this
provision found to be illegal or unenforceable and such Dispute
shall be decided by a court of competent jurisdiction within the
courts listed for jurisdiction above, and the Parties agree to
submit to the personal jurisdiction of that court.
21. CORRECTIONS
There may be information on the Services that contains typographical
errors, inaccuracies, or omissions, including descriptions, pricing,
availability, and various other information. We reserve the right to
correct any errors, inaccuracies, or omissions and to change or
update the information on the Services at any time, without prior
notice.
22. DISCLAIMER
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU
AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO
THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES,
EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE
THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT
THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE
CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE
SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY
(1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS,
(2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER,
RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY
UNAUTHORIZED
ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL
INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY
INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES,
(5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE
TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR
(6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR
ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF
ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA
THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME
RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY
A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR
ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER
ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE
RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY
THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE
PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY
ENVIRONMENT, YOU SHOULD USE YOUR BEST
JUDGMENT
AND EXERCISE CAUTION WHERE APPROPRIATE.
23. LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE
LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT,
CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE
DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR
OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,
OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND
REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE
LIMITED TO
THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US
DURING THE
one (1)
MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION
ARISING
OR
$500.00 USD
.
CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT
ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION
OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO
YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS
MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL
RIGHTS.
24. INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including
our subsidiaries, affiliates, and all of our respective officers,
agents, partners, and employees, from and against any loss,
damage, liability, claim, or demand, including reasonable
attorneys’ fees and expenses, made by any third party due to or
arising out of:
(1) your Contributions;
(
2
) use of the Services; (
3
) breach of these Legal Terms; (
4
) any breach of your representations and warranties set forth in
these Legal Terms; (
5
) your violation of the rights of a third party, including but not
limited to intellectual property rights; or (
6
) any overt harmful act toward any other user of the Services with
whom you connected via the Services. Notwithstanding the
foregoing, we reserve the right, at your expense, to assume the
exclusive
defense
and control of any matter for which you are required to indemnify
us, and you agree to cooperate, at your expense, with our
defense
of such claims. We will use reasonable efforts to notify you of
any such claim, action, or proceeding which is subject to this
indemnification upon becoming aware of it.
25. USER DATA
We will maintain certain data that you transmit to the Services
for the purpose of managing the performance of the Services, as
well as data relating to your use of the Services. Although we
perform regular routine backups of data, you are solely
responsible for all data that you transmit or that relates to any
activity you have undertaken using the Services. You agree that we
shall have no liability to you for any loss or corruption of any
such data, and you hereby waive any right of action against us
arising from any such loss or corruption of such data.
26. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Services, sending us emails, and completing online
forms constitute electronic communications. You consent to receive
electronic communications, and you agree that all agreements,
notices, disclosures, and other communications we provide to you
electronically, via email and on the Services, satisfy any legal
requirement that such communication be in writing. YOU HEREBY
AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND
OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES,
AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA
THE SERVICES. You hereby waive any rights or requirements under
any statutes, regulations, rules, ordinances, or other laws in any
jurisdiction which require an original signature or delivery or
retention of non-electronic records, or to payments or the
granting of credits by any means other than electronic means.
27. SMS TEXT MESSAGING
Program Description
By opting into any
Tellnyx
text messaging program, you expressly consent to receive text
messages (SMS) to your mobile number.
Tellnyx
text messages may include:
account alerts
.
Opting Out
If at any time you wish to stop receiving SMS messages from us,
simply reply to the text with "STOP.” You may receive an SMS
message confirming your opt out.
Message and Data Rates
Please be aware that message and data rates may apply to any SMS
messages sent or received. The rates are determined by your
carrier and the specifics of your mobile plan.
Support
If you have any questions or need assistance regarding our SMS
communications, please email us at
info@emerge.ai
or call at
(+1)1.800.734.8812
.
28. CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can
contact the Complaint Assistance Unit of the Division of Consumer
Services of the California Department of Consumer Affairs in
writing at 1625 North Market Blvd., Suite N 112, Sacramento,
California 95834 or by telephone at (800) 952-5210 or (916)
445-1254.
29. MISCELLANEOUS
These Legal Terms and any policies or operating rules posted by us
on the Services or in respect to the Services constitute the
entire agreement and understanding between you and us. Our failure
to exercise or enforce any right or provision of these Legal Terms
shall not operate as a waiver of such right or provision. These
Legal Terms operate to the fullest extent permissible by law. We
may assign any or all of our rights and obligations to others at
any time. We shall not be responsible or liable for any loss,
damage, delay, or failure to act caused by any cause beyond our
reasonable control. If any provision or part of a provision of
these Legal Terms is determined to be unlawful, void, or
unenforceable, that provision or part of the provision is deemed
severable from these Legal Terms and does not affect the validity
and enforceability of any remaining provisions. There is no joint
venture, partnership, employment or agency relationship created
between you and us as a result of these Legal Terms or use of the
Services. You agree that these Legal Terms will not be construed
against us by virtue of having drafted them. You hereby waive any
and all
defenses
you may have based on the electronic form of these Legal Terms and
the lack of signing by the parties hereto to execute these Legal
Terms.
30. CONTACT US
In order to resolve a complaint regarding the Services or to
receive further information regarding use of the Services, please
contact us at:
Emerge ai, Inc.
412 Linden Avenue
Rochester
,
NY
14611
United States
Phone:
(+1)1.800.734.8812
12. SOCIAL MEDIA