NO WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROPEOPLESEARCH, ON BEHALF OF ITSELF AND ITS
LICENSORS AND SUPPLIERS, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR
IMPLIED, REGARDING THE WEBSITE, ARISING BY OPERATION OF LAW OR
OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT, NO ENCUMBRANCE, OR TITLE, IN ADDITION TO ANY WARRANTIES
ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEITHER
PROPEOPLESEARCH NOR ITS LICENSORS OR SUPPLIERS WARRANTS THAT THE WEBSITE OR THE SERVICES
WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE WEBSITE OR THE SERVICES WILL
BE UNINTERRUPTED OR ERROR-FREE. THE LIABILITY OF PROPEOPLESEARCH FOR DAMAGES ARISING OUT
OF THE FURNISHING OF SERVICES PURSUANT TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION,
MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, TORTIOUS CONDUCT, ERRORS, OR OTHER DEFECTS,
REPRESENTATIONS, OR ARISING OUT OF THE FAILURE TO THE FURNISH SERVICES, WHETHER CAUSED
BY ACTS OF COMMISSION OR OMISSION, OR ANY OTHER DAMAGE OCCURRING, SHALL BE LIMITED TO
THE MAXIMUM EXTENT PERMITTED BY LAW. PROPEOPLESEARCH SHALL NOT BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT
LIMITATION DAMAGES FOR LOST PROFITS OR LOST REVENUES), WHETHER CAUSED BY THE ACTS OR
OMISSIONS OF PROPEOPLESEARCH, PROPEOPLESEARCH PARTIES, OR PROPEOPLESEARCH USERS, OR
THEIR AGENTS OR REPRESENTATIVES.
YOUR RESPONSIBILITY FOR
LOSS OR DAMAGE; BACKUP OF DATA
YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT
HOLD PROPEOPLESEARCH OR ITS LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY
LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING WITHOUT
LIMITATION ANY LOSS OR DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE INFORMATION AND
SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS, OR OTHER LIMITATIONS.
IMPORTANTLY, YOU HEREBY ACKNOWLEDGE THAT A CATASTROPHIC DISK FAILURE OR OTHER EVENT
COULD RESULT IN THE LOSS OF ALL OF THE DATA RELATED TO YOUR ACCOUNT. YOU AGREE AND
UNDERSTAND THAT IT IS YOUR RESPONSIBILITY TO BACKUP YOUR DATA TO YOUR PERSONAL COMPUTER
OR EXTERNAL STORAGE DEVICE AND TO ENSURE SUCH BACKUPS ARE SECURE.
LIMITATION OF
LIABILITY
THE LIABILITY OF PROPEOPLESEARCH AND ITS LICENSORS AND SUPPLIERS IS LIMITED TO THE
MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL PROPEOPLESEARCH OR ITS LICENSORS OR
SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS,
LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, COSTS OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF
GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE
FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO PROPEOPLESEARCH OR
ITS LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE
OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF
BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE
MAXIMUM LIABILITY OF PROPEOPLESEARCH AND ITS LICENSORS AND SUPPLIERS TO YOU UNDER ALL
CIRCUMSTANCES SHALL BE $50.00. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A
REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN
BETWEEN PROPEOPLESEARCH AND YOU. THE WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT
SUCH LIMITATIONS.
APPLICATION
THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER
DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN ANY OTHER AGREEMENT
BETWEEN YOU AND PROPEOPLESEARCH OR BETWEEN YOU AND ANY OF PROPEOPLESEARCH'S LICENSORS
AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED
WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS,
WAIVERS, AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED
BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE
MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
PROPEOPLESEARCH'S LICENSORS AND SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF
THESE DISCLAIMERS, WAIVERS, AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR
WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE
DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
You represent and warrant that Your use of the Website and Services will be in accordance with this Agreement and any other propeoplesearch policies, and with any applicable laws or regulations.
1-Year Limitations
Period
ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, OR THIS
AGREEMENT MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE
FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN
ABOVE.
Binding
Arbitration
If You and propeoplesearch cannot resolve a Claim through negotiations, either party may
elect to have the Claim finally and exclusively resolved by binding arbitration. Any
election to arbitrate by one party shall be final and binding on the other(s). YOU
HEREBY ACKNOWLEDGE THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT
WITH A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. The language in this Agreement
shall be interpreted in accordance with its fair meaning and not strictly for or against
either party.
The arbitration shall be commenced and conducted under the Commercial Arbitration Rules
of the American Arbitration Association ("AAA"), as modified by this Agreement,
available at the AAA website www.adr.org or by calling the AAA at 1-800-778-7879. Except
as otherwise provided for herein, propeoplesearch will pay the AAA filing,
administration, and arbitrator fees. If, however, the arbitrator finds that either the
substance of your claim or the relief sought is frivolous or brought for an improper
purpose (as measured by the standards set forth in Federal Rule of Civil Procedures
11(b)), then the payment of all such fees will be governed by the AAA Rules. In that
case, You hereby agree to reimburse propeoplesearch for all payments disbursed that are
your obligation to reimbursed under the AAA Rules. If you are unable to pay the
arbitration fee, propeoplesearch will pay it directly upon receiving a written request
and a sworn statement that you are unable to pay. The arbitrator is bound by the terms
of this Agreement. All issues are for the arbitrator to resolve, except that issues
relating to the enforceability of the arbitration provision for a Court of Competent
Jurisdiction to resolve. The arbitration may be conducted in person, through document
submission, through telephone, or online. The arbitrator will issue a decision in
writing, but need only provide a statement of reasons if requested by a party. The
arbitrator must follow applicable law, and any award may be challenged if the arbitrator
fails to do so. Propeoplesearch may litigate to compel arbitration in court, to stay
proceedings pending arbitration, or to modify, confirm, vacate, or enter judgment on the
award entered by the arbitrator.
Restrictions Against
Joinder of Claims
You and propeoplesearch agree that any arbitration shall be limited to each Claim
individually. YOU AND PROPEOPLESEARCH HEREBY AGREE THAT EACH MAY ONLY BRING CLAIMS
AGAINST THE OTHER IN YOUR OR PROPEOPLESEARCH'S INDIVIDUAL CAPACITY AND NOT AS A
PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If this
specific provision is found to be unenforceable, then, to the full extent allowable
under applicable law, (1) no arbitration shall be joined with any other arbitration, and
(2) there is no right for any Claim to be arbitrated on a class-action basis or to
employ class action procedures, and (3) there is no right of authority for any dispute
to be brought in a purported representative capacity on behalf either of the general
public or any other individuals.
Remedies in Aid of
Arbitration; Equitable Relief
This agreement to arbitrate will not preclude You or propeoplesearch from seeking
provisional remedies in aid of arbitration, including without limitation orders to stay
a court action, compel arbitration or confirm an arbitral award, from a Court of
Competent Jurisdiction. Furthermore, this agreement to arbitrate will not preclude You
or propeoplesearch from applying to a court of competent jurisdiction for a temporary
restraining order, preliminary injunction, or other interim or conservatory relief, as
necessary. As used herein, "Court of Competent Jurisdiction" means any federal or state
court: (1) that has jurisdiction over the subject matter; and (2) that is located in the
State of California.
Laws of the State of
California
This Agreement, including without limitation this Agreement's interpretation, shall be
treated as though this Agreement were executed and performed in the State of California
and shall be governed by and construed in accordance with the laws of the State of
California without regard to its conflict of law principles. The language in this
Agreement shall be interpreted in accordance with its fair meaning and not strictly for
or against either party. THE PROPER VENUE FOR ANY JUDICIAL ACTION ARISING OUT OF,
RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT WILL BE THE STATE AND FEDERAL COURTS
LOCATED IN OR NEAREST TO PALO ALTO, CALIFORNIA. THE PARTIES HEREBY STIPULATE TO, AND
AGREE TO WAIVE ANY OBJECTION TO, THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS, AND
FURTHER EXPRESSLY SUBMIT TO EXTRATERRITORIAL SERVICE OF PROCESS.
Without limiting any indemnification provision of this Agreement, You (the "Indemnitor") agree to defend, indemnify and hold harmless propeoplesearch and the propeoplesearch Parties (collectively, the "Indeminitees") from and against any and all claims, actions, demands, causes of action, and other proceedings (collectively, "Claims"), including but not limited to legal costs and fees, arising out of or relating to: (i) the relationship between You and propeoplesearch, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; (ii) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (iii) Your access to or use of the Website or Services; (iv) Your provision to propeoplesearch or any of the Indemnitees of information or other data; or (v) Your violation or alleged violation of any foreign or domestic, international, federal, state, or local law or regulation; or (vi) Your violation or alleged violation of any third party's copyrights, trademarks, or other intellectual property or proprietary rights. The Indemnitees each have the individual right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify, or hold harmless any, each, and/or all Indeminitees. You may not settle any Claim without the prior written consent of the concerned Indemnified Parties.
1-Year Limitations
Period
ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, OR THIS
AGREEMENT MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE
FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN
ABOVE.
Binding
Arbitration
If You and propeoplesearch cannot resolve a Claim through negotiations, either party may elect
to have the Claim finally and exclusively resolved by binding arbitration. Any election
to arbitrate by one party shall be final and binding on the other(s). YOU HEREBY
ACKNOWLEDGE THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT WITH A
JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. The language in this Agreement shall be
interpreted in accordance with its fair meaning and not strictly for or against either
party.
The arbitration shall be commenced and conducted under the Commercial Arbitration Rules
of the American Arbitration Association ("AAA"), as modified by this Agreement,
available at the AAA website www.adr.org or by calling the AAA at 1-800-778-7879. Except
as otherwise provided for herein, propeoplesearch will pay the AAA filing, administration, and
arbitrator fees. If, however, the arbitrator finds that either the substance of your
claim or the relief sought is frivolous or brought for an improper purpose (as measured
by the standards set forth in Federal Rule of Civil Procedures 11(b)), then the payment
of all such fees will be governed by the AAA Rules. In that case, You hereby agree to
reimburse propeoplesearch for all payments disbursed that are your obligation to reimbursed
under the AAA Rules. If you are unable to pay the arbitration fee, propeoplesearch will pay it
directly upon receiving a written request and a sworn statement that you are unable to
pay. The arbitrator is bound by the terms of this Agreement. All issues are for the
arbitrator to resolve, except that issues relating to the enforceability of the
arbitration provision for a Court of Competent Jurisdiction to resolve. The arbitration
may be conducted in person, through document submission, through telephone, or online.
The arbitrator will issue a decision in writing, but need only provide a statement of
reasons if requested by a party. The arbitrator must follow applicable law, and any
award may be challenged if the arbitrator fails to do so. propeoplesearch may litigate to
compel arbitration in court, to stay proceedings pending arbitration, or to modify,
confirm, vacate, or enter judgment on the award entered by the arbitrator.
Restrictions Against
Joinder of Claims
You and propeoplesearch agree that any arbitration shall be limited to each Claim individually.
YOU AND propeoplesearch HEREBY AGREE THAT EACH MAY ONLY BRING CLAIMS AGAINST THE OTHER IN YOUR
OR propeoplesearch'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY
PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If this specific provision is found to be
unenforceable, then, to the full extent allowable under applicable law, (1) no
arbitration shall be joined with any other arbitration, and (2) there is no right for
any Claim to be arbitrated on a class-action basis or to employ class action procedures,
and (3) there is no right of authority for any dispute to be brought in a purported
representative capacity on behalf either of the general public or any other individuals.
Remedies in Aid of
Arbitration; Equitable Relief
This agreement to arbitrate will not preclude You or propeoplesearch from seeking provisional
remedies in aid of arbitration, including without limitation orders to stay a court
action, compel arbitration or confirm an arbitral award, from a Court of Competent
Jurisdiction. Furthermore, this agreement to arbitrate will not preclude You or propeoplesearch
from applying to a court of competent jurisdiction for a temporary restraining order,
preliminary injunction, or other interim or conservatory relief, as necessary. As used
herein, "Court of Competent Jurisdiction" means any federal or state court: (1) that has
jurisdiction over the subject matter; and (2) that is located in the State of
California.
Laws of the State of
California
This Agreement, including without limitation this Agreement's interpretation, shall be
treated as though this Agreement were executed and performed in the State of California
and shall be governed by and construed in accordance with the laws of the State of
California without regard to its conflict of law principles. The language in this
Agreement shall be interpreted in accordance with its fair meaning and not strictly for
or against either party. THE PROPER VENUE FOR ANY JUDICIAL ACTION ARISING OUT OF,
RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT WILL BE THE STATE AND FEDERAL COURTS
LOCATED IN OR NEAREST TO PALO ALTO, CALIFORNIA. THE PARTIES HEREBY STIPULATE TO, AND
AGREE TO WAIVE ANY OBJECTION TO, THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS, AND
FURTHER EXPRESSLY SUBMIT TO EXTRATERRITORIAL SERVICE OF PROCESS.
BY PROPEOPLESEARCH
WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, PROPEOPLESEARCH RESERVES THE
RIGHT TO, IN PROPEOPLESEARCHV'S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY
USE OF THE WEBSITE AND/OR SERVICES TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL,
INCLUDING WITHOUT LIMITATION FOR ANY BREACH OR SUSPECTED BREACH OF ANY REPRESENTATION,
WARRANTY, OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR
REGULATION.
AUTOMATIC TERMINATION UPON
BREACH BY YOU
This Agreement shall automatically terminate in the event that You breach any of this
Agreement's representations, warranties, or covenants. Such termination shall be
automatic, and shall not require any action by propeoplesearch.
BY YOU
You may terminate this Agreement and Your rights hereunder at any time, for any or no
reason at all, by providing to propeoplesearch notice of Your intention to do so, in the
manner required by this Agreement.
EFFECT OF
TERMINATION
Any termination of this Agreement automatically terminates all rights and licenses
granted to You under this Agreement, including all rights to use the Website and
Services. Upon termination, propeoplesearch may, but has no obligation to, in
propeoplesearch's sole discretion, rescind any services and/or delete from
propeoplesearch's systems all Your Personal Information and any other files or
information that You made available to propeoplesearch or that otherwise relate to Your
use of the Website or Services. Subsequent to termination, propeoplesearch reserves the
right to exercise whatever means it deems necessary to prevent Your unauthorized use of
the Website and Services, including without limitation technological barriers such as IP
blocking and direct contact with Your Internet Service Provider.
LEGAL ACTION
If propeoplesearch, in ProPeopleSearch's discretion, takes legal action against You in
connection with any actual or suspected breach of this Agreement, propeoplesearch will
be entitled to recover from You as part of such legal action, and You agree to pay,
propeoplesearch's reasonable costs and attorneys' fees incurred as a result of such
legal action. The propeoplesearch Parties will have no legal obligation or other
liability to You or to any third party arising out of or relating to any termination of
this Agreement.
SURVIVAL
Upon termination, all rights and obligations created by this Agreement will terminate,
except that Sections 1, 2, 4-8, and 9-21 will survive any termination of this Agreement.
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