These
Terms of Use shall remain in full force and effect while you use the Site.
WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE
RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY
ACCESS TO AND USE OF THE SITE (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 TERMS
OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR
PARTICIPATION IN THE SITE 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.
We cannot guarantee
the Site will be available at all times. We may experience hardware,
software,
or other problems or need to perform maintenance related to the Site,
resulting
in interruptions, delays, or errors. We
reserve the right to change, revise, update, suspend, discontinue, or
otherwise
modify the Site 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 Site during any downtime or discontinuance of the Site.
Nothing in these Terms of Use will be
construed to obligate us to maintain and support the Site or to supply any
corrections, updates, or releases in connection therewith.
To
expedite resolution and control the cost of any dispute,
controversy, or claim related to these Terms of Use (each
"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.
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
through 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 AAA website:
www.adr.org
.
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.
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
Utah
,
Utah
. 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
Utah,
Utah
, 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) is
excluded from these Terms of Use.
In no event shall any Dispute
brought by either Party related in any way to
the Site be commenced more than two (2) 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.
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 and 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.
There may be
information on the Site 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 Site at any time, without prior notice.
THE SITE IS PROVIDED
ON AN AS-IS AND AS-AVAILABLE BASIS. YOU
AGREE THAT YOUR USE OF THE SITE AND OUR 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 SITE 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 SITE’S CONTENT OR THE CONTENT OF ANY
WEBSITES LINKED TO THE SITE 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 SITE, (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 SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE
WHICH
MAY BE TRANSMITTED TO OR THROUGH THE SITE 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 SITE. WE DO NOT WARRANT, ENDORSE,
GUARANTEE,
OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR
OFFERED BY A
THIRD PARTY THROUGH THE SITE, 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.
17.
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 SITE, 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
AMOUNT PAID, IF ANY, BY YOU TO US
DURING
THE six (6)
mONTH PERIOD PRIOR TO ANY
CAUSE OF ACTION ARISING
. 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.
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) use of the
Site; (2) breach of these
Terms of Use; (3) any
breach of your representations and warranties set forth in these
Terms of Use; (4) your
violation of the rights of a third party, including but not limited
to intellectual property rights; or (5) any overt harmful act
toward any other user of the Site with whom you connected via the
Site. 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.
We will maintain
certain data that you transmit to the Site for the purpose of managing
the
performance of the Site, as well as data relating to your use of the
Site. 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 Site. 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.
20.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND
SIGNATURES
Visiting the Site, 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
Site, 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 SITE. 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.
21.
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.
These Terms of Use and any
policies or operating rules posted by us on the Site or in respect to
the Site constitute the entire agreement and understanding between you
and us. Our failure to exercise or enforce any right or provision of
these Terms of Use shall not operate as a waiver of such right or
provision. These Terms of Use 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 Terms of Use
is determined to be unlawful, void, or unenforceable, that provision or
part of the provision is deemed severable from these Terms of Use 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 Terms of
Use or use of the Site. You agree that these Terms of Use 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
Terms of Use and the lack of signing by the parties hereto to execute
these Terms of Use.
In order to resolve a
complaint regarding the Site or to receive further information
regarding use of the Site, please contact us at:
Facts of Math LLC
4150 N Canyon Road
Provo
,
UT
84604
United States
Phone:
3852652330
info@factsofmath.com