Effective Date: February 1, 2019
ACCEPTANCE AND TERMS OF SERVICE
Updates to Terms. MASTER POSITIONING reserves the right, at its discretion, to change, modify, add or remove portions of these Terms at any time. Please check these terms and conditions periodically for changes. Your continued use of the MASTER POSITIONING Application following the posting of changes to these Terms will mean that you accept those changes.
Electronic Form/Communications. By accessing the MASTER POSITIONING Applications, you consent to having this Agreement provided to you in electronic form and receiving communications from us electronically. We may communicate with you by postal mail, e-mail or by posting notices on the MASTER POSITIONING Applications. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirements that such communications be in writing.
USE OF THE MASTER POSITIONING APPLICATIONS AND CONTENT
License. Subject to these Terms and any fees as applicable, MASTER POSITIONING grants you a limited, non-exclusive, non-transferable, revocable right to use the MASTER POSITIONING Applications and the Content solely for your personal, noncommercial use (e.g., viewing the Content on screen; printing paper copies for personal use or electronically saving limited portions of Content). All other rights are expressly reserved by MASTER POSITIONING. You agree that you will not, unless specifically permitted by us (i) copy, display or distribute any part of the Content or MASTER POSITIONING Applications, in any medium, without MASTER POSITIONING prior written consent, (ii) alter or modify any part of the MASTER POSITIONING Applications other than as may be reasonably necessary to use the MASTER POSITIONING Applications for their intended purpose, (iii) alter any Content or change or remove any copyright or other proprietary notices; or (iv) install, post or distribute any part of the Content on any electronic network, including without limitation the Internet and the World Wide Web, or create a database (electronic or otherwise) using any portion of the MASTER POSITIONING Applications or Content. Use of the MASTER POSITIONING Applications or Content via mechanical, programmatic, robotic, scripted, spider, manual or any other automated means is strictly prohibited. Unless otherwise agreed to by MASTER POSITIONING in writing, use of the MASTER POSITIONING Applications or Content is permitted only via manually conducted, discrete, individual search and retrieval activities. You may not conduct any kind of systemic retrieval of data or Content from any MASTER POSITIONING Application.
Withdrawal. MASTER POSITIONING reserves the right at any time to withdraw from the Content any item or part of an item for which it no longer retains the right to publish, chooses to no longer offer for any reason, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable.
Registration and Profile Creation. In order to access certain features of the MASTER POSITIONING Applications, you may be required to register and/or create a user profile (an “Account”) by creating a username and password and providing certain profile and contact information. We may require or permit you to use your credentials for a third-party platform (such as Facebook or LinkedIn) to so register (a “Social Sign-On”). Your Account shall only be used by you and only in connection with the applicable MASTER POSITIONING Application and may not be used in connection with other MASTER POSITIONING products. You are responsible for maintaining the confidentiality of your Account and password and are responsible for all activities that occur under your Account and password. Sharing, selling or transferring your Account or password with or to any other person or making it available to multiple users on a network is strictly prohibited. You hereby agree to (i) provide information about yourself as prompted by the registration form that is true, accurate, current and complete; (ii) maintain and promptly update your personal information (by sending an appropriately worded e-mail to [email protected] to keep it fully up to date); (iii) ensure that you exit from your member account at the end of each session; and (iv) notify MASTER POSITIONING in writing of any unauthorized use of your Account or password or any other breach of security at [email protected]. You agree not to impersonate any person or entity or misrepresent your identity or affiliation with any person or entity, including using another person’s username, password or other account information or another person’s name, likeness, voice, image or photograph. If you provide (or we have reason to suspect that you have provided) any information that is untrue, inaccurate, not current, or incomplete, or there is unauthorized use of your Account or we suspect fraudulent or abusive activity, we have the right, among other remedial options, to require you to use and pay for an additional account for the relevant product and/or interrupt, restrict, suspend or terminate your current or future use of or access to the MASTER POSITIONING Applications (or any portion thereof), without notice to you. You shall cooperate with us in any fraud investigation and use any reasonable fraud prevention measures we prescribe. Failure to cooperate will result in your liability for all fraudulent usage.
No Interference. You will take no action to interfere with, interrupt, destroy or limit the functionality of the MASTER POSITIONING Applications or any computer software or hardware or telecommunications equipment. You may not use the MASTER POSITIONING Applications in any manner that could damage, disable, overburden, or impair any MASTER POSITIONING server, or the network(s) connected to any MASTER POSITIONING server, or interfere with any other party’s use and enjoyment of any MASTER POSITIONING Applications. You may not attempt to gain unauthorized access to any MASTER POSITIONING Applications, other accounts, computer systems or networks connected to any MASTER POSITIONING server or to any of the MASTER POSITIONING Applications, through hacking, cracking, distribution of counterfeit software, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the MASTER POSITIONING Applications. You may not reverse engineer, decompile or disassemble any software accessed through MASTER POSITIONING Applications, including any proprietary communications protocol used by MASTER POSITIONING.
Security. MASTER POSITIONING has implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
Modification to Services. MASTER POSITIONING has the right to modify the MASTER POSITIONING Applications and Content at any time in its sole discretion. Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of MASTER POSITIONING in providing its products, services, Content or any MASTER POSITIONING Applications is to stop using the MASTER POSITIONING Applications as set forth herein.
If you purchase a subscription to access the MASTER POSITIONING Applications and/or Content (“Subscription”), the Subscription shall be subject to these Terms, as well as the terms and conditions set forth in the MASTER POSITIONING Product Subscription Agreement (“Product Agreement”), including the applicable subscription fee (“Fee”), payment terms and length of Subscription (“Subscription Period”). The Product Agreement may specify the number of user accounts authorized to access the MASTER POSITIONING Applications and/or Content pursuant to that subscription (“Authorized Users”). For the avoidance of doubt, and notwithstanding the foregoing, Authorized Users will be limited pursuant to and as stated in the Product Agreement, including limitations by number of users or a user’s office location. In such cases, access to and use of the MASTER POSITIONING Applications and/or Content by any other third party is not permitted. Any increase to the number of Authorized Users must be approved by MASTER POSITIONING in writing and may be subject to additional fees.
With respect to all Subscriptions, you shall:
Ensure that all Authorized Users accessing the Content are appropriately notified of the importance of respecting the intellectual property rights in the Content and of the sanctions which MASTER POSITIONING imposes for failing to do so;
Use best efforts to protect the Content from unauthorized use or other breach of these Terms;
Monitor compliance and immediately upon becoming aware of any unauthorized use or other breach, inform MASTER POSITIONING and take all appropriate steps to ensure that such activity ceases and to prevent any recurrence;
Provide MASTER POSITIONING with information sufficient to enable MASTER POSITIONING to provide access to the Content. Should you make any significant change to such information, you will notify MASTER POSITIONING not less than ten (10) days before the change takes effect; and
Ensure that only Authorized Users are permitted access to the Content. Your right to use the Content is not transferrable. Any password or right given to you to obtain information is not transferable.
Refunds, Late Payments and Taxes.
All fees paid and charges made prior to the expiration or termination of your Subscription, as provided herein, including any advance charge or payment for the Subscription Period during which you terminate your Subscription, are nonrefundable. Termination of your Subscription shall not relieve you of any obligations to pay accrued charges.
Your account may be deactivated without notice to you if payment is past due, regardless of the dollar amount. You agree to pay any outstanding balance in full within thirty (30) days of cancellation or termination of your Subscription to the applicable Content.
Modifications to Fees or Billing Terms. MASTER POSITIONING RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS SUBSCRIPTION FEES AND BILLING METHODS, UPON EFFECTIVE NOTICE TO YOU, WHICH SHALL INCLUDE NOTICE SENT TO YOUR DESIGNATED EMAIL ADDRESS. If any such change is unacceptable to you, you may terminate your Subscription by contacting customer service at [email protected]. Your continued use of the Content following the effective date of a change to fees or billing methods shall constitute your acceptance of such change.
Delivery and cancellations. Where your Subscription or product order involves the delivery of a physical item or items, they will be delivered to the address that you indicate when you place your order through any MASTER POSITIONING Application and the risk of damage to or loss of such items shall pass to you at the time of delivery even if they have not been received by you in person. Any times quoted for delivery are approximate only and MASTER POSITIONING shall not be liable for any delay in delivery howsoever caused. If you experience any delivery issues, please contact customer service at [email protected].
INTELLECTUAL PROPERTY OWNERSHIP
MASTER POSITIONING or its licensors, suppliers or other designees owns all right, title and interest in and to the Content and the MASTER POSITIONING Applications (including all materials, including but not limited to all text, logos, photographs, graphics, images, illustrations, designs, icons, photographs, databases, video, audio, software, html, source and object code, algorithms, business logic, modules, programs, links and other materials). You shall not, and shall not permit anyone else to, reproduce, copy, distribute, publish, transmit, broadcast, sell, license or otherwise access or use all or any part of the Content or any information contained therein without the prior written consent of MASTER POSITIONING. All MASTER POSITIONING brands and trademarks (whether registered or unregistered) and graphics, logos, designs, page headers and button icons are subject to the intellectual property rights of MASTER POSITIONING and neither they nor any confusingly similar versions may be used by you including, but not limited to as part of any trademarks and/or domain names without MASTER POSITIONING prior written consent.
Downloadable mobile products. Copyright in any software that is made available for download from any MASTER POSITIONING Application shall belong to MASTER POSITIONING and/or our software suppliers. Your use of the software is governed by the terms of any license agreement that may accompany or be included with it. Do not install, download or use any software unless you agree to such license agreement.
USER SUBMISSIONS AND CONDUCT
Forums. For the purposes of this Agreement, “Forum” means letters, comments, emails or other types of communications submitted by you or other third parties to us, our editors, Webmaster(s) or employees of MASTER POSITIONING, and messages posted to them or to other users in connection with online seminar discussions, forums, blogs, lessons, videos, comments or chat-pages on any MASTER POSITIONING Application. Forums are provided for your exchange of lawful, relevant, fair and appropriate information, opinions and comment. Use of the Forums that is inconsistent with those stated purposes or which is prohibited under these Terms is prohibited.
Removal. MASTER POSITIONING has the right, but not the obligation to monitor, edit or remove Forum content or Forum materials, and may do so at any time and for any reason in its sole discretion, including but not limited to the course of normal maintenance of the MASTER POSITIONING Application and its systems or in the good-faith belief that such action is necessary to: (1) comply with the law or comply with legal process served on MASTER POSITIONING; (2) protect and defend the legitimate business interests, rights or property of MASTER POSITIONING, MASTER POSITIONING users, members, advertisers, customers, sponsors, advertisers or affiliates; or (3) act in an emergency to protect the personal safety of MASTER POSITIONING guests or the public. You shall remain solely responsible for the content of your communications. If you object to the publication of any material placed on any MASTER POSITIONING Application please contact MASTER POSITIONING by sending an email to customer service at [email protected] and MASTER POSITIONING will take whatever action it deems appropriate. MASTER POSITIONING specifically disclaims any liability with regard to Forum content and any actions resulting from your participation in any Forum. MASTER POSITIONING cannot guarantee that individuals submitting Forum content or otherwise participating are who they represent themselves to be, nor does MASTER POSITIONING endorse, represent or validate, the content, accuracy or reliability of, or the statements, assertions, views or opinions expressed in, Forums, and you acknowledge that any reliance upon the same shall be at your sole risk.
Prohibited Uses of any MASTER POSITIONING Application. You hereby agree that you will not use any MASTER POSITIONING Application or Forum to:
Promote or encourage the sale of your goods/services or those of any third party;
Solicit other guests or users of the MASTER POSITIONING Application to join or become members of any commercial online or offline service or other organization;
Disseminate any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
Disseminate any material which is or may infringe the rights (including, but not limited to, intellectual property rights) of any third party or which is unlawful, threatening, defamatory, obscene, indecent, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, in breach of confidence, in breach of privacy, or which may restrict or inhibit the use of the MASTER POSITIONING Application and/or any of the Content by any person or which constitutes or encourages conduct that may be considered a criminal offence or give rise to civil liability;
Disseminate any material which does or may bring MASTER POSITIONING or any of its brands into disrepute or in any way damage their reputation;
Disseminate any material that may interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data;
Post link(s) that take users to material that contravenes any of the above restrictions;
Falsify, delete or disable any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;
Collect in any way personal information about others, including e-mail addresses, password or other account information or use such information to send unsolicited emails, or use, download or otherwise copy or provide (whether or not for a fee) to a person or entity any directory of users of the MASTER POSITIONING Applications or other user or usage information;
Impersonate or create a false identity for the purpose of misleading others, improperly use support or complaint buttons or make false reports to MASTER POSITIONING administrators, or engage in fraudulent transactions; or
Use, develop or distribute “auto” software programs, “macro” software programs or other “cheat utility” software program or applications.
Accept payment for any uploaded information from any third party, including, without limitation, accepting payment for the inclusion of a logo, brand advertising or other commercial content, in the uploaded information.
If any MASTER POSITIONING Application makes available the name, contact information, and/or any other information (“Participant Information”) concerning any sponsor, exhibitor, or attendee (each, a “Participant”) in or at any MASTER POSITIONING trade show, conference, or other event (each, an “Event”), whether live or virtual, you may not use any of such Participant Information except for your own internal business purposes (and may not, for example, directly or indirectly resell or otherwise redistribute, or permit any third party to use, any of same), and, if you are not yourself an authorized Participant in such Event, you agree not to solicit or otherwise contact any Participant identified by such Participant Information.
License and Warranty. By uploading materials to any Forum or submitting any materials to MASTER POSITIONING (“Posts”), you automatically grant (or warrant that the owner of such rights has expressly granted) MASTER POSITIONING a perpetual, royalty-free, fully paid-up, irrevocable, non-exclusive, transferable, worldwide, sub-licensable right and license to (a) use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, create derivative works from, disclose, post, and/or remove such Posts or incorporate such Posts into any form, medium, or technology now known or later developed, in any manner, and (b) use your name, user/log-in name, likeness, biographic and other profile information about you in connection with any use of your Posts, in each case, in whole or in part, without payment or other additional consideration of any kind, or permission or notification to you or any third party and without crediting you. By registering via a Social Sign-On, you are granting your consent for us to display the name and photograph and other information associated with your applicable third-party platform profile in connection with the display of your Posts.
Without limiting the foregoing, you also hereby permit MASTER POSITIONING and its designees to use portions of your Posts, to modify or rewrite any of your Posts, and/or to incorporate other materials, either created by MASTER POSITIONING and/or its designees or licensed from third parties (any of the foregoing, “Edits”). All resulting Edits and/or derivative works (including, in each case, all intellectual property and proprietary rights therein) shall be owned by MASTER POSITIONING and/or such designees and not subject to your approval or payment by MASTER POSITIONING or any other party of any compensation to you.
You acknowledge and agree that you are receiving good and valuable consideration for the rights you are granting herein, that such consideration is adequate, satisfactory, and complete, and includes your right to access and use the MASTER POSITIONING Applications in accordance with the terms and conditions set forth herein. To the maximum extent permitted by law, you hereby waive all moral rights, rights of attribution, rights of privacy and rights of publicity in your Posts that may be available to you in any part of the world. You hereby confirm that no such rights have been or will be asserted.
You further acknowledge and agree that your Posts do not contain confidential or proprietary information, the relationship between you and MASTER POSITIONING is not a confidential, fiduciary, or other special relationship, and MASTER POSITIONING is not under any obligation of confidentiality, privacy, secrecy or use restriction of any kind, express or implied, with respect to your Posts, all of which may be used by MASTER POSITIONING under the foregoing license or any applicable assignment made pursuant to an agreement between MASTER POSITIONING and you or your employer, and without any further obligation to you.
MASTER POSITIONING may be considering, contemplating or developing the same or a similar idea (and/or related products, services, concepts, systems or techniques) to one or more ideas (and/or products, services, concepts, systems and/or techniques) reflected in your Posts submitted on the MASTER POSITIONING Applications, whether before, at the time of or following your submission. Without limiting the foregoing license in any respect, you hereby waive any and all claims you may have had, may have currently, and/or may have in the future, that any ideas or materials accepted, reviewed and/or used by MASTER POSITIONING and its designees (and/or any related products, services, concepts, systems and/or techniques) in any way (i) may be similar to or unlawfully or otherwise improperly compete with your Posts or any of the Content thereof or (ii) violate any obligation of MASTER POSITIONING to you or any other person or entity that in any way is alleged to arise from or relate to your Posts or any of the Content thereof.
You represent and warrant to us that you are authorized to grant all rights pursuant to the foregoing license and, further, your Posts: (i) are truthful and accurate, and contain solely original content owned by you, content for which you have received express permission from the owner and have provided proper attribution to same, or content in the public domain (and you assume all responsibility for making such determinations and acquiring all necessary authorizations and approvals related to your Posts); (ii) do not violate and will not violate the rights of any third party or any local, state, national or foreign law, including any right of publicity, right of privacy, confidentiality or any other contractual or proprietary right, including patent, trademark, copyright and trade secret rights; (iii) disclose all affiliations or relations necessary so that such Posts are not deceptive or misleading (for example, if you are commenting upon a company and work for that company, then this should be disclosed); and (iv) comply with all other provisions of this Agreement.
DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE
Materials may be made available via the MASTER POSITIONING Applications by third parties not within MASTER POSITIONING’s control. MASTER POSITIONING is under no obligation to, and does not, scan content used in connection with the MASTER POSITIONING Application for the inclusion of illegal or impermissible content. However, MASTER POSITIONING respects the copyright interests of others. It is MASTER POSITIONING’s policy not to permit materials known by MASTER POSITIONING to infringe another party’s copyright to remain on the MASTER POSITIONING Applications. If you believe any materials on a MASTER POSITIONING Application infringe a copyright, you should provide us with written notice that at a minimum contains:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit MASTER POSITIONING to locate the material;
Information reasonably sufficient to permit MASTER POSITIONING to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
All DMCA notices should be sent to MASTER POSITIONING’s designated agent as follows:
MASTER POSITIONING, LLC
Attn: General Counsel
18101 Von Karman, Suite 960
Irvine, CA 92612
Email: [email protected]
It is MASTER POSITIONING’s policy to terminate relationships regarding content with third-parties who repeatedly infringe the copyrights of others.
THIRD PARTY CONTENT; LINKING
Third-Party Opinions. The MASTER POSITIONING Applications may contain views, opinions and statements of various third-party individuals and organizations. MASTER POSITIONING neither endorses nor makes any representation or warranty whatsoever regarding the views, opinions or statements provided by any third-party or any user of the MASTER POSITIONING Applications. It is your responsibility to evaluate the accuracy, completeness and usefulness of any information, opinion or Content available through the MASTER POSITIONING Applications and to seek appropriate advice of professionals, as appropriate.
Linking. To the extent that any MASTER POSITIONING Application contains links to outside services and resources (“External Sites”), MASTER POSITIONING does not control the availability and content of those outside services and resources. These links are provided solely for your convenience. If you use these links, you leave any MASTER POSITIONING Application. MASTER POSITIONING does not endorse or make any representations about these third-party sites, or any material found on them, or any results that may be obtained from using them. If you decide to access any of these third-party websites you do so entirely at your own risk and acknowledge that these third party sites may contain rules and regulations, privacy provisions, confidentiality provisions, transmission of personal data provisions, and other provisions (“External Site Terms”) that differ from the provisions which apply to the MASTER POSITIONING Applications, and MASTER POSITIONING is not responsible for, and expressly disclaims any and all liability for or related to, the availability of, or the content located on or through, any External Site, its External Site Terms, or any Losses (as defined in Section 8) that may arise or result from your navigation to or use of any External Sites. Any concerns regarding any such service or resource, or any link thereto, should be directed to the particular service or resource. You may link to any page of a MASTER POSITIONING Application subject to the following conditions:
You do not replicate the home page or any internal page of the MASTER POSITIONING Application;
You do not create a frame or any other browser or border environment around the MASTER POSITIONING Application;
You only link to freely available content (and not link to any content that is considered Content that is only made to users with a username and password);
You do not in any way imply any endorsement by MASTER POSITIONING other than with its written consent or misrepresent your relationship with MASTER POSITIONING;
You do not use any logos or trademarks displayed on the MASTER POSITIONING Application without the express written permission of MASTER POSITIONING; and
The linking website does not contain content that is distasteful, offensive or controversial, that infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION
General Information. The Content has been prepared by MASTER POSITIONING as a service to MASTER POSITIONING readers and the Internet community. It is provided only for general information and in not intended to address your particular requirements or to constitute any form of advice or recommendation (including, but not limited to legal advice). MASTER POSITIONING has used reasonable efforts in collecting, preparing and providing quality information and material, but does not warrant or guarantee the accuracy, completeness, adequacy or currency of the information contained in the Content and/or on or linked to any MASTER POSITIONING Application. Users of information on any MASTER POSITIONING Application or links do so at their own risk and acknowledge that this information should not be relied upon in making (or refraining from making) any specific investment or other business or personal decisions (professional advice should always be obtained prior to making any such decision). In no way shall MASTER POSITIONING be liable to you for any claims relating in any way to your inability or failure to perform any kind of research or related work or to perform such research or related work properly or completely, even if assisted by MASTER POSITIONING, your use of the Content or your reliance on the information contained in the Content.
Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL MASTER POSITIONING APPLICATIONS AND CONTENT ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS, MASTER POSITIONING, THE MASTER POSITIONING PARTIES (AS DEFINED BELOW) AND ANY THIRD-PARTY CONTENT PROVIDER (IF APPLICABLE) DISCLAIM AND MAKE NO WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED. MASTER POSITIONING AND THE MASTER POSITIONING PARTIES DO NOT WARRANT THE ACCURACY, COMPLETENESS, NON-INFRINGEMENT, TIMELINESS, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE MASTER POSITIONING APPLICATIONS, CONTENT OR THE INFORMATION THEY CONTAIN. MASTER POSITIONING, THE MASTER POSITIONING PARTIES AND ANY THIRD PARTY CONTENT PROVIDER (IF APPLICABLE) DO NOT MAKE ANY WARRANTY THAT ACCESS TO ANY MASTER POSITIONING APPLICATION OR CONTENT WILL BE UNINTERRUPTED, SECURE, COMPLETE OR ERROR FREE, OR FREE OF VIRUSES OR ANY HARMFUL FILES, AND MASTER POSITIONING AND, MASTER POSITIONING PARTIES AND ANY THIRD PARTY CONTENT PROVIDER (IF APPLICABLE) SHALL NOT BE LIABLE FOR ANY DAMAGE CAUSED BY SUCH DESTRUCTIVE FEATURES. MASTER POSITIONING AND THE MASTER POSITIONING PARTIES DO NOT MAKE ANY WARRANTY AS TO THE LIFE OF ANY SUBSCRIPTION OR AVAILABILITY OF ANY CONTENT. THE FOREGOING DISCLAIMER OF WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW.
Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL MASTER POSITIONING OR THE MASTER POSITIONING PARTIES BE LIABLE TO YOU OR ANY OTHER PERSON, INCLUDING BUT NOT LIMITED TO OTHER AUTHORIZED USERS, FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT IN ANY MANNER ARISES OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE ANY MASTER POSITIONING APPLICATION OR ANY CONTENT AVAILABLE ON OR THROUGH ANY MASTER POSITIONING APPLICATION. IN NO EVENT SHALL MASTER POSITIONING’S AGGREGATE LIABILITY FOR ANY LOSSES IN ANY WAY ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OR INABILTY TO USE ANY MASTER POSITIONING APPLICATIONS OR CONTENT OR TO ANY USE OR EXPLOITATION OF YOUR POSTS OR RIGHTS THEREIN FOR ANY PURPOSE EXCEED US$1,000. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. REGARDLESS OF THE CAUSE OR FORM OF ACTION, YOU MAY BRING NO ACTION ARISING FROM THIS AGREEMENT MORE THAN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ARISES. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW.
YOU AND MASTER POSITIONING AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT ARE MATERIAL, BARGAINED-FOR BASES OF THIS AGREEMENT, AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION OF EACH PARTY TO ENTER INTO THIS AGREEMENT. YOU AND MASTER POSITIONING AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS ARE FAIR AND REASONABLE.
Indemnification. You agree to defend, indemnify and hold MASTER POSITIONING and its affiliates and their directors, managers, officers, employees, agents, subsidiaries, successors and assigns (collectively, the “MASTER POSITIONING Parties”) harmless, from and against any claims, losses, damages, penalties, demands, actions, suits, judgments, settlements, costs, liabilities, obligations and expenses, including reasonable attorneys’ fees (“Losses”), resulting from your breach or alleged breach of these Terms, regardless of the form of action.
Most customer concerns can be resolved quickly and to the customer’s satisfaction by contacting customer service at [email protected]. If, however, there is an issue that needs to be resolved, you agree that the following provisions will apply:
ARBITRATION AGREEMENT AND JURY TRIAL WAIVER, CLASS ACTION WAIVER, AND FORUM SELECTION CLAUSE. Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and MASTER POSITIONING or its successors or assigns shall exclusively be settled through binding and confidential arbitration.
Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Rules and Procedures”).
You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that you file in small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
You and MASTER POSITIONING must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR MASTER POSITIONING MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, MASTER POSITIONING will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (4) MASTER POSITIONING also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and, in such instance, the fees and costs awarded shall be determined by the applicable law.
Notwithstanding the foregoing, either you or MASTER POSITIONING may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in Orange County, California. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located Orange County, California in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within Orange County, California for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
With the exception of subparts (1) and (2) in this Section (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting part was not contained herein. If, however, either subpart (1) or (2) is found to be invalid, unenforceable, or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor MASTER POSITIONING shall be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court located in Orange County, California.
For more information on AAA, the Rules and Procedures, or the process for filing an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
This Agreement is made under and shall be governed by and construed in accordance with the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
Additional Terms. Your use of the MASTER POSITIONING Applications is subject to any and all additional terms, policies, rules or guidelines that we may post or link to on the MASTER POSITIONING Applications (collectively, the “Additional Terms”), such as any other terms or rules applicable to particular features, promotions or content on the MASTER POSITIONING Applications. All such Additional Terms are hereby incorporated into this Agreement by reference.
Availability and Use Outside the U.S. Unless otherwise specified, the Content on any MASTER POSITIONING Application is presented solely for the purpose of promoting publications and other products available in the United States, its territories, possessions and protectorates. MASTER POSITIONING makes no representation that any Content on any MASTER POSITIONING Application is appropriate or available for use in other locations. If you use any of the Websites from a location outside the United States, you are responsible for compliance with applicable U.S. and local laws, including export and import laws. Those who choose to access any MASTER POSITIONING Application from other locations do so on their own initiative and are responsible for establishing the usability or correctness of any information or Content under any or all jurisdictions and the compliance of that Content with local laws, if and to the extent local laws are applicable.
Violations of this Agreement; Injunctive Relief. MASTER POSITIONING reserves the right to seek all remedies available at law and in equity for violations of this Agreement, including without limitation the right to block access to the MASTER POSITIONING Applications from a particular account, device or IP address. MASTER POSITIONING shall not be liable for any damages of any nature suffered by any customer, user, or any third party resulting in whole or in part from MASTER POSITIONING exercise or its rights under this Agreement. Without limiting the foregoing, you acknowledge that the Content is highly proprietary material in nature and that unauthorized copying, transfer or use may cause MASTER POSITIONING irreparable injury that cannot be adequately compensated for by means of monetary damages. You agree that any breach of this Agreement by you may be enforced by MASTER POSITIONING by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other available rights and remedies.
Termination. On termination of your registration account or Subscription, all usage rights to the Content automatically terminate, and you shall immediately cease to use the Content and shall remove any and all electronic copies of the Content from your systems.
Usage by children under 18. The MASTER POSITIONING Applications are directed to adults and are not directed to children under the age of 18. MASTER POSITIONING cannot prohibit minors from visiting our websites so MASTER POSITIONING must rely on parents, guardians and those responsible for supervising children under 18 to decide which materials are appropriate for such children to view and/or purchase. MASTER POSITIONING complies with the Children’s Online Privacy Protection Act and does not permit registration by and will not knowingly collect personally identifiable information from anyone under 18. This requirement will be posted wherever we collect data within the website, such as during the registration process.
Other. This Agreement, including any schedules hereto, constitutes the entire agreement and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. MASTER POSITIONING may assign these Terms, in whole or in part, at any time. The invalidity or unenforceability of any provision of this Agreement shall not affect the continuation or enforceability of the remainder of this Agreement. The waiver by MASTER POSITIONING of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation. The failure of MASTER POSITIONING to partially or fully exercise any rights or the waiver of MASTER POSITIONING of any breach of these Terms by you, shall not prevent a subsequent exercise of such right by MASTER POSITIONING or be deemed a waiver by MASTER POSITIONING of any subsequent breach by you of the same or any other term of these Terms. The rights and remedies of MASTER POSITIONING under these Terms and any other applicable agreement between you and MASTER POSITIONING shall be cumulative, and the exercise of any such right or remedy shall not limit MASTER POSITIONING’s right to exercise any other right or remedy.
Last Updated: February 1, 2019