[Last Updated April 1, 2019]
Use Restrictions and Indemnification
You represent, warrant and covenant that: (a) you shall not upload, post or transmit to or distribute or otherwise publish through the Website any materials which (i) restrict or inhibit any other user from using and enjoying the Website, (ii) are unlawful, threatening, abusive, libelous, defamatory, obscene, scandalous, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil or criminal liability or otherwise violate law, (iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right, (v) contain a virus or other harmful component, (vi) contain any information, software or other material of a commercial nature, (vii) contain advertising of any kind, or (viii) constitute or contain false or misleading indications of origin or statements of fact; (ix) your website username and password are for your use only and are not to be shared with others; and (b) that you are at least eighteen (18) years old.
You hereby agree to indemnify, defend and hold L&R, and all its officers, directors, owners, agents, employees, information providers, affiliates, subsidiaries, licensors and licensees (collectively, the “Indemnified Parties”) harmless from and against any and all claims, proceedings, damages, injuries, liability, losses, costs and expenses (including, without limitation, reasonable attorney’s fees) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of this Agreement or of the foregoing representations, warranties and covenants, or arising out of or relating to any acts by you or materials or information transmitted by you in connection with the Site, regardless of the type of claim or nature of the cause of action including, without limitation, attorneys’ fees and costs. You shall cooperate as fully as reasonably required in the defense of any claim. L&R reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of L&R.
The material provided on this Website is protected by law, including but not limited to, United States Copyright Law and international conventions. The copyright in all material, layout, design and trade dress provided on this Website is held by L&R or by the original creator of the material pursuant to U.S. Copyright Laws, international conventions and other regulations. Except as stated herein, none of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of L&R or the copyright owner. Name and trademarks of copyright holders may not be used in advertising or publicity without specific, prior written consent. Permission is granted to display, copy, distribute and download the materials on this Website for non-commercial use only, provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials.
You also may not, without L&R’s permission, “mirror” any material contained on this Website on any other server. This permission terminates automatically if you breach any of these terms or conditions. Upon termination, you must immediately destroy any downloaded and printed materials. Any unauthorized use of any material contained on this Website may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, SHALL L&R, ITS AFFILIATES, ITS SUBSIDIARIES, THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR L&R’S SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR BUSINESS INTERRUPTION OR LOSS OF PROFIT, ARISING OUT OF THE USE OR THE INABILITY TO USE THE MATERIALS ON THIS WEBSITE, OR ANY HYPERLINKED SITE OR ANY PRODUCT OR SERVICES SOLD HEREUNDER, EVEN IF L&R OR AN L&R AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF MATERIALS FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Non-Personal Data and Hold Harmless
L&R enables visitors to the Website to post reviews, comments, and other content to the Website. Any material, information, or idea you transmit to or post on this Website by any means will be treated as non-confidential and non-proprietary and may be disseminated or used by L&R or its affiliates for any purpose whatsoever, including, but not limited to the development of sales and marketing products. L&R has no obligation with respect to such material, information or ideas, and you agree to hold L&R and its affiliates, subsidiaries, their directors, officers, employees, agents or representatives or L&R’s suppliers harmless for any use of same by any entity or person.
L&R does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through the Website. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. L&R reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Website. L&R does not and cannot review, and has no obligation to monitor, all materials posted to L&R’s Website by users, and L&R is not responsible for any such materials posted by users. L&R reserves the right at all times to disclose any information as necessary to satisfy any law, regulation, court order, or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in L&R’s sole discretion are objectionable or in violation of this Agreement.
Privacy and Waiver of Claims
Links and Limitation of Liability
This Website may provide links to other websites or resources. These links are provided by L&R only as a convenience. The inclusion of any link does not imply any affiliation, association, adoption, or endorsement by L&R of the site or any of the information or content therein. Because these linked sites and resources are not under the control of L&R, you acknowledge and agree that L&R is not responsible or liable for the content, advertising, products, services, or other materials on any linked site or any review, changes, or updates to such sites, or any use thereof. It is the user’s responsibility to take precautions to ensure that whatever linked site and resource is selected is free of such items as viruses, worms, Trojan horses and other items of a destructive nature.
Disclaimer of Warranties
THIS WEBSITE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE WEBSITE, IS PROVIDED “AS IS”. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, L&R AND ITS SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER: FOR THE CONTENT ON THE WEBSITE OR THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE WEBSITE; FOR ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES; OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE WEBSITE OR ANY LINKED SITE. FURTHER, L&R AND ITS SUBSIDIARIES AND AFFILIATES EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. L&R DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEBSITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. L&R AND ITS SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE FOR THE USE OF THE WEBSITE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN.
L&R shall not be liable for delays or defaults in furnishing the services or products hereunder including technological, computer hardware or software errors, delays or breakdowns and including any delays or defaults on the part of L&R that are due to causes beyond the reasonable control of L&R, including those caused by attacks from unauthorized users who access L&R’s technological infrastructure.
The laws of the State of New York apply to everything relating to L&R’s and the Website’s relationship to you. This means that any and all disputes, claims and controversies arising out of or relating to the Website, including the sale of products, content, services, or technology, on or used through the Website, shall be governed by and construed exclusively in accordance with the laws and decisions of the State of New York applicable to contracts made, entered into and performed entirely therein, without giving effect to its conflict of laws provisions (except for Sections 5-1401 and 5-1402 of the New York General Obligations Law). The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
In the event of a Dispute, L&R or you must give the other notice of the Dispute. This notice must include a brief written statement that sets forth the name, address, and contact information of the party giving it, as well as the facts giving rise to the Dispute and the relief requested. You must send any such notice to L&R by email to firstname.lastname@example.org or by U.S. Mail to L&R Distributors, Inc., Attn: Legal Dept., 88 35th Street, Building 4, 5th Floor, Brooklyn, NY 11232. To the extent that L&R has your contact information, it will send any such notice to you by U.S. Mail.
We will try to resolve any Dispute through informal negotiation within 30 days from the date that any notice of Dispute is sent by U.S. Mail. L&R and you shall use reasonable, good faith efforts to settle any Dispute through consultation and good faith negotiations. After 30 days, L&R or you may resort to the other alternatives described in this section.
Notwithstanding the foregoing, Disputes concerning patents, copyrights, moral rights, trademarks, and trade secrets and claims of piracy or unauthorized use of the Website shall not be subject to arbitration, and the notice and 30-day negotiation period required by this section shall not apply to these types of Disputes.
Except as otherwise specifically set forth below, any Dispute of any kind, if unresolved through informal discussions within 30 days of the sending of the notice described above, shall be resolved by binding arbitration to be held in the U.S. state in which you reside. For residents outside the United States, arbitration shall be initiated in New York, New York, and L&R and you agree to submit to the personal jurisdiction of any state or federal court in New York, New York to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If L&R’s or your claim is solely for monetary relief of $10,000 or less and does not include a request for any type of equitable remedy, the party bringing the claim may choose whether the arbitration of the claim will be conducted, through a telephonic hearing, or by an in-person hearing under the AAA Rules, solely based on documents submitted to the arbitrator.
You or L&R may choose to pursue a claim in small claims court where jurisdiction and venue over you and L&R otherwise qualifies for such small claims court and where the claim does not include a request for any type of equitable relief. However, if you decide to pursue a claim in small claims court, you agree to still provide L&R 30-day advance notice by email at email@example.com or by U.S. Mail to L&R Distributors, Inc., Attn: Legal Dept., 88 35th Street, Building 4, 5th Floor, Brooklyn, NY 11232.
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