NOTE TO CHILDREN UNDER 13 YEARS OF AGE: THE MONKEYSORT SERVICE IS NOT FOR PERSONS UNDER THE AGE OF 13. If you are under 13 years of age, then please do not use the MonkeySort Service.
You represent that you are 18 years of age or older and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms. In any case, you affirm that you are over the age of 13, as the MonkeySort Service is not intended for children under the age of 13. If you are using or opening an account on the MonkeySort Service on behalf of a company, entity, or organization (collectively "Subscribing Organization"), then you represent and warrant that you: (1) are an authorized representative of that Subscribing Organization with the authority to bind such organization to these Terms and (2) agree to be bound by these Terms on behalf of such Subscribing Organization.
When using the MonkeySort Service, you will be subject to any additional posted guidelines or rules applicable to specific services, and features which may be posted from time to time (the "Guidelines"). All such Guidelines are hereby incorporated by reference into the Terms.
MonkeySort reserves the right, at its discretion, to change, modify, add, or remove portions of these Terms at any time and from time to time without notice to you. Please check these Terms and any Guidelines periodically for changes. Your continued use of the MonkeySort Service after the posting of changes constitutes your binding acceptance of such changes. For any material changes to these Terms, such amended terms will automatically be effective (30) thirty days after they are initially posted on the MonkeySort Service.
MonkeySort grants you permission to use the MonkeySort Service as set forth in these Terms, provided that: (i) you use the MonkeySort Service solely for your personal, private, noncommercial use; (ii) you do not copy, publicly display or distribute any part of the MonkeySort Service in any medium without MonkeySort's prior written authorization; (iii) you do not alter or modify any part of the MonkeySort Service other than as may be reasonably necessary to use the MonkeySort Service for its intended purposes; (iv) you do not engage in any of the prohibited uses described below; and (v) you will otherwise fully comply with these Terms. The MonkeySort Service is controlled and offered by MonkeySort from its facilities in the United States of America. MonkeySort make no representations that the MonkeySort Service is appropriate or available for use in other locations. Those who access or use the MonkeySort Service from other jurisdictions do so at their own risk and are responsible for compliance with local law.
The MonkeySort Service is owned and operated by MonkeySort. The content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the MonkeySort Service that are provided by MonkeySort ("MonkeySort Materials") are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All MonkeySort Materials contained on the MonkeySort Service are the property of MonkeySort or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names contained in the MonkeySort Materials or on the MonkeySort Service are proprietary to MonkeySort or its affiliates and/or third-party licensors. Except as expressly authorized by MonkeySort, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the MonkeySort Materials. MonkeySort reserves all rights not expressly granted in these Terms. You shall not acquire any right, title or interest to the MonkeySort Materials, except for the limited rights set forth in these Terms.
7.1 General. The MonkeySort Service may now or in the future permit the submission and posting or linking of media, commentary or any other content submitted by you and other users ("User Submissions"), and the hosting, sharing, and/or publishing of such User Submissions. User Submissions are displayed for entertainment and informational purposes only and are not controlled by MonkeySort. MonkeySort makes no representations that it will publish or use your User Submissions in any way and may or may not use your User Submissions in its sole discretion. You understand that whether or not such User Submissions are published, MonkeySort does not guarantee any confidentiality with respect to any User Submissions.
7.2 Grant of Rights. You shall retain all of your ownership rights in your User Submissions. However, by submitting User Submissions to MonkeySort, you hereby grant MonkeySort and its affiliates a non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicenseable, and transferable license, throughout the universe, to use, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit your User Submissions in connection with the MonkeySort Service and MonkeySort's (and its successor's) business, including, without limitation, for promoting and redistributing part or all of the MonkeySort Service (and derivative works thereof) in any media formats and through any media channels now known or hereafter discovered. You hereby grant MonkeySort and its affiliates and sublicensees the right to use the name that you submit in connection with such User Submission if they choose to do so. You hereby irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Submissions. You also hereby grant to each user of the MonkeySort Service a non-exclusive license to access your User Submissions through the MonkeySort Service, and to use, reproduce, distribute, prepare derivative works of, display, and perform such User Submissions as permitted by the functionality of the MonkeySort Service and these Terms.
7.3 User Submissions Representations and Warranties. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize MonkeySort to use all patent, trademark, copyright, or other proprietary rights in and to any and all User Submissions to enable inclusion and use of User Submissions in the manner contemplated by MonkeySort and these Terms, and to grant the rights and license set forth above, and (ii) your User Submissions, MonkeySort's use of such User Submissions pursuant to these Terms , and MonkeySort's exercise of the license rights set forth above, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (c) violate any applicable law or regulation.
7.4 User Submissions Prohibited Uses. In connection with your User Submissions, you further agree that you will not: (i) publish falsehoods or misrepresentations that could damage MonkeySort or any third party; (iii) submit material that is unlawful, defamatory, libelous, slanderous, threatening, pornographic, obscene, vulgar, harassing, harmful, hateful, abusive, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or any right of privacy or publicity, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; (v) impersonate another person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; or (vi) post User Submissions that would be harmful to minors in any manner.
You understand that when using the MonkeySort Service, you will be exposed to User Submissions and other content (such User Submissions and other content, collectively, "Content") from a variety of sources, and that MonkeySort is not responsible for the accuracy, integrity, quality, legality, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against MonkeySort with respect thereto. MonkeySort does not endorse any User Submission or other Content or any opinion, recommendation, or advice expressed therein. Under no circumstances will MonkeySort be liable in any way for or in connection with any User Submissions or other Content, including, but not limited to, for any inaccuracies, errors or omissions in any Content, any intellectual property infringement with regard to any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, electronic mailed or otherwise displayed or transmitted through the MonkeySort Service.
You understand that all Content is the sole responsibility of the person from whom such Content originated. This means that you, and not MonkeySort, are entirely responsible for all User Submissions that you upload, post, e-mail, transmit or otherwise make available through the MonkeySort Service. MonkeySort does not control the Content posted by Users or otherwise made available by other persons and does not have any obligation to monitor such Content for any purpose. If at any time, MonkeySort chooses, in its sole discretion, to monitor Content, MonkeySort nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content. You acknowledge that MonkeySort may or may not pre-screen User Submissions, but that MonkeySort and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any User Submission that is available via the MonkeySort Service. Without limiting the foregoing, MonkeySort and its designees may, at any time and without prior notice, remove any User Submission that in the sole judgment of MonkeySort violates these Terms or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with the use of any User Submissions or other Content, including any reliance on the accuracy, completeness, usefulness or legality of such User Submission or other Content.
MonkeySort and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available on the MonkeySort Service, in whole or in part, at any time for any reason or no reason, with or without notice and with no liability of any kind.
11.1 As a condition of your use of the MonkeySort Service, you will not use the MonkeySort Service for any purpose that is unlawful or prohibited by these Terms. Access to the MonkeySort Materials and the MonkeySort Service from territories where their access or use thereof is illegal is strictly prohibited. MonkeySort Users are responsible for complying with all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, the Internet, technology, data, electronic mail, or privacy.
11.2 Any use by you of any of the MonkeySort Materials and MonkeySort Service other than for private, non-commercial use is strictly prohibited. You agree not to reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any portion of the MonkeySort Service, use of the MonkeySort Service, access to the MonkeySort Service, or Content obtained through the MonkeySort Service, for any purpose other than for your personal, private, non-commercial purposes.
11.3 You agree not to defame, harass, abuse, threaten, stalk or defraud Users of the MonkeySort Service, or collect, or attempt to collect, personal information about Users or third parties without their consent.
11.4 You agree not to intentionally interfere with or damage, impair or disable the operation of the MonkeySort Service or any User's enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, spyware, adware or other malicious code.
11.5 You agree not to remove, circumvent, disable, damage or otherwise interfere with any security-related features of the MonkeySort Service, features that prevent or restrict the use or copying of any content accessible through the MonkeySort Service, or features that enforce limitations on the use of the MonkeySort Service.
11.6 You agree not to attempt to gain unauthorized access to the MonkeySort Service, or any part of it, other accounts, computer systems or networks connected to the MonkeySort Service, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the MonkeySort Service or any activities conducted on the MonkeySort Service.
11.7 You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available through the MonkeySort Service. You agree neither to modify the MonkeySort Service in any manner or form, nor to use modified versions of the MonkeySort Service, including, without limitation, for the purpose of obtaining unauthorized access to the MonkeySort Service.
11.8 You agree that you will not use any robot, spider, scraper, or other automated means to access the MonkeySort Service for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the MonkeySort Service.
11.9 You agree not to utilize framing techniques to enclose any trademark, logo, or other MonkeySort Materials without our express written consent. You agree not to use any meta tags or any other "hidden text" utilizing MonkeySort's name or trademarks without our express written consent.
11.10 You agree not to deep-link to the MonkeySort Service and will promptly remove any links that MonkeySort finds objectionable in its sole discretion. You agree not to use any MonkeySort logos, graphics, or trademarks as part of the link without our express written consent.
11.11 You agree not to make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the MonkeySort Service. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.
11.12 You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the MonkeySort Service or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
11.13 You agree not to modify, adapt, translate or create derivative works based upon the MonkeySort Service or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
In order to access some features of the MonkeySort Service, you will have to create an account. You agree that the information you provide to MonkeySort upon registration and, at all other times, will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. You acknowledge, consent and agree that MonkeySort may access, preserve and disclose your account information and User Submission if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms; (c) respond to a claim that any User Submission violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of MonkeySort, its users and the public.
When you register you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your account ID or password), you will immediately notify MonkeySort. You may be liable for the losses incurred by MonkeySort or others due to any unauthorized use of your account.
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the MonkeySort Service are solely between you and such advertiser. YOU AGREE THAT MONKEYSORT WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE MonkeySort SERVICE.
MonkeySort or third parties may provide links on the MonkeySort Service to other sites or content ("Reference Sites"). MonkeySort has no control over such Reference Sites or content, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability or reliability of Reference Sites or content linked to by the MonkeySort Service. MonkeySort provides links to you only as a convenience, and the inclusion of any link on the MonkeySort Service does not imply our affiliation, endorsement, or adoption of the linked site or any information therein. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON REFERENCE SITES OR AVAILABLE THROUGH REFERENCE SITES, IS SOLELY AT YOUR OWN RISK. When you leave the MonkeySort Service, our terms and policies no longer govern. You should review applicable terms and policies, including the privacy and data gathering practices, of any Reference Sites.
MonkeySort may make changes to or discontinue any of the media, web communities, products, or services available within the MonkeySort Service at any time, and without notice. The media, products, or services on the MonkeySort Service may be out of date, and MonkeySort makes no commitment to update these materials on the MonkeySort Service.
17.1 MonkeySort. You agree that MonkeySort, in its sole discretion and for any or no reason, may terminate any User or customer account (or any part thereof) you may have at the MonkeySort Service or your use of the MonkeySort Service, and remove and discard all or any part of your account or any User Submission, at any time, with or without notice. MonkeySort may also in its sole discretion and at any time discontinue providing access to the MonkeySort Service, or any part thereof, with or without notice. You agree that any termination of your access to the MonkeySort Service or any account you may have or portion thereof may be effected without prior notice, and you agree that MonkeySort shall not be liable to you or any third-party for any such termination. MonkeySort does not permit infringing activities on the MonkeySort Service, and reserves the right to terminate access to the MonkeySort Service, and remove all content submitted, by any persons who are found to be infringers. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies MonkeySort may have at law or in equity.
17.2 User. If you are dissatisfied with the MonkeySort Service, please let us know by electronic mailing us at firstname.lastname@example.org. Your input is valuable to us. Your only other remedy with respect to any dissatisfaction with (i) the MonkeySort Service, (ii) any term of these Terms, (iii) any policy or practice of MonkeySort in operating the MonkeySort Service, or (iv) any content or information transmitted through the MonkeySort Service, is to terminate these Terms and your account. You may terminate these Terms at any time by closing your account, discontinuing your use of any and all parts of the MonkeySort Service, and providing MonkeySort notice of termination by electronic mail us at email@example.com.
You agree to indemnify and hold harmless MonkeySort, and its parent, subsidiaries, affiliates or any related companies (including those which share substantially common ownership), its suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of any of them from any and all claims, losses, obligations, damages, liabilities, costs or debt and expenses (including attorney's fees) arising out of: (1) your use or misuse of the MonkeySort Service; (2) your User Submissions, including MonkeySort's use, display or other exercise of its license rights granted herein with respect to your User Submissions; (3) your violation of these Terms; (4) your violation of the rights of any other person or entity, including claims that any User Submission infringes or violates any third party intellectual property rights; and (5) your breach of the foregoing representations, warranties, and covenants. MonkeySort reserves 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 with our defense of these claims. You agree not to settle any matter without the prior written consent of MonkeySort. MonkeySort will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
19.1 No warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MONKEYSORT, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MONKEYSORT OR THROUGH THE MONKEYSORT SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 21, THE TERM MONKEYSORT INCLUDES MONKEYSORT'S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUPPLIERS, LICENSORS, AFFILIATES AND SUBCONTRACTORS.
19.2 "As is" and "As available" and "With All Faults." YOU EXPRESSLY AGREE THAT THE USE OF THE MONKEYSORT SERVICE IS AT YOUR SOLE RISK. THE MONKEYSORT SERVICE, USER SUBMISSIONS AND ANY THIRD-PARTY MEDIA, CONTENT, SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE MONKEYSORT SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
19.3 Platform Operation and Content. MONKEYSORT, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE MONKEYSORT MATERIALS, USER SUBMISSIONS, MONKEYSORT SERVICE, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE MONKEYSORT SERVICE OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
19.4 Accuracy. MONKEYSORT, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MONKEYSORT SERVICE OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
19.5 Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE MONKEYSORT SERVICE (INCLUDING RSS FEEDS) OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
20.1 Limitation of Liability. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL MONKEYSORT OR ITS AFFILIATES, CONTRACTORS, DIRECTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE MONKEYSORT MATERIALS AND USER SUBMISSIONS ON THE MONKEYSORT SERVICE OR ANY REFERENCE SITES, THE MONKEYSORT SERVICE ITSELF, OR ANY OTHER INTERACTIONS WITH MONKEYSORT, EVEN IF MONKEYSORT OR A MONKEYSORT AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, MonkeySort'S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
20.2 Limitation of Damages. IN NO EVENT SHALL MONKEYSORT OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE MONKEYSORT SERVICE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE GREATER OF THE AMOUNT OF (A) ONE HUNDRED DOLLARS OR (B) THE AMOUNT OF FEES YOU HAVE PAID MONKEYSORT IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY.
20.3 Reference Sites. THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN MONKEYSORT AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE MONKEYSORT SERVICE OR RECEIVED BY YOU THROUGH ANY REFERENCE SITES.
21.1 Limitations by Applicable Law. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.
21.2 Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT MONKEYSORT HAS OFFERED ITS PRODUCTS AND SERVICES, SET IT PRICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND MONKEYSORT, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND MONKEYSORT. YOU ACKNOWLEDGE AND AGREE THAT MONKEYSORT WOULD NOT BE ABLE TO PROVIDE THE MONKEYSORT SERVICE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
You agree to comply with all export laws and restrictions and regulations of the United States Department of Commerce or other United States or other sovereign agency or authority, and not to export, or allow the export or re-export of any technical data or any direct product thereof in violation of any such restrictions, laws or regulations, or unless and until all required licenses and authorizations are obtained with respect to the countries specified in the applicable United States Export Administration Regulations (or any successor supplement or regulations). The transfer of certain technical data and commodities may require a license from an agency of the United States government and/or written assurances by you that you will not export such technical data or commodities to certain foreign countries without prior approval of such agency. Your rights under these Terms are contingent on your compliance with this provision.
23.1 Notice. MonkeySort may provide you with notices, including those regarding changes to MonkeySort's terms and conditions, by electronic mail , regular mail or postings on the MonkeySort Service. Notice will be deemed given twenty-four hours after electronic mail is sent, unless MonkeySort is notified that the electronic mail address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the MonkeySort Service. In such case, notice will be deemed given three days after the date of mailing.
23.2 Dispute Resolution. If a dispute arises between you and MonkeySort, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and MonkeySort agree that we will resolve any claim or controversy at law or equity that arises out of these Terms or the MonkeySort Services (a "Claim") in accordance with one of the subsections below or as MonkeySort and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
(a) Choice of Law; Forum. These Terms shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against MonkeySort must be resolved by a court located in Santa Clara County, California, except as otherwise agreed by you and MonkeySort or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Santa Clara County, California for the purpose of litigating all such claims or disputes.
(b) Arbitration Option. For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(c) Improperly Filed Claims. All claims you bring against MonkeySort must be resolved in accordance with this Section 26.2 (Dispute Resolution). All claims filed or brought contrary to this Section 26.2 (Dispute Resolution) shall be considered improperly filed. Should you file a claim contrary to this Section 26.2 (Dispute Resolution), MonkeySort may recover attorneys' fees and costs up to $1,000, provided that MonkeySort has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
23.3 Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of MonkeySort to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
23.4 Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
23.5 Assignment. The Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by MonkeySort without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
23.6 No Agency. You agree that no joint venture, partnership, employment, or agency relationship exists between you and MonkeySort as a result of these Terms or use of the MonkeySort Service. You further acknowledge that by submitting User Submissions or other Content, no confidential, fiduciary, contractually implied or other relationship is created between you and MonkeySort other than pursuant to these Terms.
23.7 Survival. The Sections entitled "Ownership; Proprietary Rights", "Your Audio Content", "User Submissions", "Disclaimers; No Warranties", "Indemnification; Hold Harmless", "Limitation of Liability and Damages", and "Miscellaneous" will survive any termination of these Terms.
23.8 Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
23.9 Entire Agreement. This is the entire agreement between you and MonkeySort relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. These Terms shall not be modified except in a writing, signed by both parties, or by a change to these Terms or Guidelines made by MonkeySort as set forth in Section 4 above.
23.10 Disclosures. The services hereunder are offered by MonkeySort, located at 135 Emma Ln, Menlo Park, CA 94025, electronic mail: firstname.lastname@example.org. If you are a California resident, you may have this same information electronic mailed to you by sending a letter to the foregoing address with your electronic mail address and a request for this information.