eAtlantis,
LLC (the "Company") offers the Use (as defined below) of www.YourLatitude.com, www.YourLatitude.com.au,
www.YourLatitude.co.uk, www.YourLatitude.co.nz, www.MyNauticalMile.com, and www.YourNauticalMile.com
("Website"), subject to the following terms and conditions ("Terms and
Conditions"). The viewer or user (collectively, the "User") should read these
Terms and Conditions carefully before using the Website. By continuing to view
and use the Website, the User agrees to these Terms and Conditions. If the
User does not agree to the Terms and Conditions set forth herein or otherwise on
the Website, the User must not use it. The Company retains the right to change
the content of the Website or these Terms and Conditions at any time. Any
changes made to these Terms and Conditions shall be effective immediately upon
posting. The User's continued use of the Website constitutes acceptance of
those changes.
The
situating of the Website on the World Wide Web and/or Internet constitutes a
continuing offer by the Company to the User to use, as such term is defined
below, the Website according to the Terms and Conditions. By utilizing the
Website in any manner, including, without limitation, by viewing the same
(collectively, a "Use"), the User accepts that offer and creates a binding
contract between the two parties to adhere to the same. The parties stipulate
that sufficient consideration exists to create that contract, and that it is
therefore binding upon them. Further, by its Use of the Website, the User
makes the material representation upon which he wishes the Company to rely that
he will adhere to the Terms and Conditions in connection with the User's Use of
the Website. If the User is dissatisfied with any of the Terms and
Conditions, the User's sole and exclusive remedy is to discontinue using the
Website. Finally, by his Use of the Website, the User also stipulates that a
violation of any of the Terms and Conditions will result in irreparable harm to
the Company not compensable in money damages, such that, without limitation,
injunctive relief shall be a necessary and appropriate remedy.
The
Website contains images and contents, including but not limited to images,
photographs, website text, software, pictures, graphics, videos, data, messages
or any and all other information controlled by the Website (collectively,
"Materials").
General
Disclaimer. Nothing contained on the
Website shall be construed as a representation to be reasonably relied upon.
In no event shall anything on the Website be construed either to create a duty
of care or to constitute a representation by the Company of any sort to be
relied upon by the User in any manner whatsoever. The Company takes no
responsibility for information sent to it intercepted by third-parties. User
assumes the risk of sending communications through the Website, including but
not limited to contacting the Company by email, phone, facsimile, Website's
contact pages or otherwise. As further set forth herein, the Company takes no
responsibility for the information contained on any website to which this one
may be linked, as the same is completely independent of the Website. The
Company's sole service is to post advertisements on the Website and they are
not to be construed as a "seller of travel." Therefore, the Company takes no
responsibility for the actual transactions between property owners/advertisers
(collectively referred to herein as "Advertisers," each an "Advertiser") and
Users that may transpire, if any, via the Website. The Company is similar to
an Internet Service Provider or Internet message board in that it is simply
serving as a passive conduit and does not control the quality, safety or
legality of such transactions, nor does it endeavor to determine the truth or
accuracy of the property listings, the ability of Advertisers to perform
services in connection with the property listings or the ability of Users to
rent property. The Company does not guarantee that any transaction will be
completed.
The
Company is not responsible for the conduct of business utilizing information
from its Website. User shall use caution and be responsible for the inherent
risks in dealing with Advertisers, other Users or third-parties whose
identities have not been verified, may be under age, may be acting under false
pretenses or attempting to defraud others. User agrees to accept and assume
such risks and acknowledges that the Company is not responsible for the acts or
omissions of Users, Advertisers or third-parties on the Website.
Without limitation, User
acknowledges and agrees that none of the real estate listings and information
related thereto within the Website are by or for the Company. Rather, all such
Advertisers are independent, separate entities. Accordingly, User acknowledges
and agrees that Company shall bear no liability, and User accordingly releases
Company from any and all liability, and potential claims that could arise from
User's dealings with any such Advertiser or other third party.
Moreover,
this Website utilizes an independent, third party service provider for the
processing of payments, as is made available through the Website ("Payment
Processor"). Currently, the Payment Processor is Paynet Systems, Inc. The
User will be responsible for reviewing the terms and conditions of the User's
agreement with the Payment Processor, which will include, but not be limited to,
the way the Payment Processor collects information, the manner in which they
process payments and the duties and obligations that the User has with the
Payment Processor.
If the User believes that he has been mistakenly
billed, the User has the duty and obligation to notify the Payment Processor immediately
of such error. The User must review the Payment Processor's policy with regard
to their notice requirements. The User releases this Website and the Company from
all liabilities and claims of loss resulting from any error or discrepancy in
billing.
Any
complaints or disputed sales shall strictly be handled through the Payment
Processor's complaint procedures. Without limitation, User acknowledges and
agrees that Company has no obligation in this regard, and need not intercede in
any such transaction on a User's behalf. Moreover, User specifically releases
and waives any claim against the Company arising out of or otherwise related
(whether directly or indirectly) to a dispute between User and the Payment
Processor.
Content. The Company takes no responsibility for the
communications or information contained in any property listings or other forum
where Users, Advertisers or third-parties may submit the same on the Website
(collectively, "Content"). The Company has no obligation to screen in advance,
nor is the Company responsible for screening or monitoring Content.
Furthermore, the Company reserves the right to refuse any hypertext links of
web addresses to third-party websites, in any of the property listings. The
Company may, but undertakes no duty to, review and delete any Content that, in
the sole discretion of the Company violates the Terms and Conditions, violates
applicable law, rule or regulation (including without limitation copyright
laws), contains hypertext links of web addresses to third-party websites or is
offensive or violates the rights of, harms or threatens the safety of Users of
the Website. The Company may expel Users and prevent their further access to
one, some or all of the Website for violating the Terms and Conditions,
applicable law, rule or regulation, conduct that is abusive, illegal or
disruptive, or otherwise poses a potential liability for the Company.
Registered
User Account. A User may provide the
Company with certain information including, without limitation; name, username,
email and password (collectively, the "User Account"). User is responsible for
maintaining the confidentiality of the User Account
information. User shall be responsible for all uses of the User Account on the
Website, whether or not authorized by User. Without limitation, User understands,
acknowledges and agrees that it is financially responsible for all uses of this
site by it and anyone using its User Account information. Notwithstanding the foregoing, User shall immediately
notify the Company of any unauthorized Use of a User Account.
Access to Website - Limited License. The Website and the content provided therein, including
without limitation, the Materials and other text, graphics, button icons, audio
and video clips, digital downloads, data compilations and software, may not be
copied, reproduced, republished, uploaded, posted, transmitted or distributed
without the written permission of the Company. Notwithstanding the foregoing,the Company grants the User a limited non-exclusive license
to make personal, non-commercial use of the Website and not to download (other
than page caching) or modify any portion of the Website without the Company's
prior written approval. The User is also granted a limited license to print
copies of any Materials posted on the Website, but only for the User's
personal, non-commercial use. The sole exception to the limitation on use of
the Website for personal, non-commercial use, shall be (i) individuals or
entities posting listings on the Website for investment or other commercial
purposes and (ii) individuals or entities reviewing properties or other
listings for use for commercial purposes. Without limitation, the
above-license shall not entitle any person or entity to use or download any
portion of the Website for competitive uses. Except as expressly provided, all
rights are reserved. The Company may terminate this license at any time by
amendment of these Terms and Conditions.
Moreover,
and notwithstanding the foregoing, if User exercises its rights under the
above-referenced license, it must retain all copyright and trademark notices,
including any other proprietary notices, contained in the Materials. User
shall not, under any circumstances, alter, obscure or obliterate any of such
notices. The use of such Materials or any portion of the Website on any other
website or in any environment of networked computers is strictly prohibited
without the Company's advance written consent, which may be withheld in
Company's sole discretion.
User
Conduct. By utilizing the Website,
the User makes the material representation upon which the User wishes the
Company to reasonably rely, that he will comply with the code of conduct set
forth below:
(a)
The User, when utilizing the
Website, will not do so in an unauthorized manner, or in a manner which
violates any legal or regulatory proscription or duty, including, without
limitation, violating the Company's Intellectual Property, as defined below, or
that of another;
(b)
The User will not utilize the
Website in a manner that is harmful to the Company or any other person or
entity;
(c)
The User will not utilize any
information that the User gained as a result of using the Website to illegally
or improperly violate another person's or entity's privacy rights;
(d)
The User shall not
utilize any of the Company's trademarks as metatags on other websites;
(e)
The User shall not use
any robot, spider or other intelligent agent software or device to access or
monitor the Website in any manner;
(f)
The User shall not
access the Website more than ten (10) times a day;
(g)
The User will not restrict any
other visitor from properly using the Website, including without limitation, by
way of "computer hacking" or otherwise altering the software or functionality
of the Website and its underlying programs;
(h)
The User will not imply that any
of his statements are endorsed by the Company, or that User is otherwise
associated with the Company in any manner;
(i)
The User shall not buy, sell,
share or otherwise disseminate any User's username, password, or other personal
information;
(j)
The User will not use the Website
if the User is not able to form legally binding contracts, is under the age of
18, or temporarily or indefinitely suspended from the Website;
(k)
The User will not transmit any
content or information that is unlawful, fraudulent, threatening, abusive,
libelous, defamatory, indecent, obscene, pornographic or otherwise
objectionable;
(l)
The User will not transmit any
material, non-public information about any person or entity without the proper
authorization to do so;
(m)
The User will not transmit any
advertisements, solicitations or any unsolicited communication without the
Company's express permission to do so;
(n)
The User will not post to the
Content located on the Website, including but not limited to User's individual
property inquiries, any incomplete, false or inaccurate information and/or any
information which does not belong to the User;
(o)
The User will not revise, modify,
reverse engineer or in any way alter any portion of the Website or its
contents;
(p)
The User will not "frame" or
"mirror" any part of the Website;
(q)
The User will not utilize any
device to enable him to circumvent the structure of the Website and/or spam or
flood the site;
(r)
The User will not collect any
information about visitors to the Website without the Company's express
permission to do so;
(s)
The User shall not deliver, or
provide links to any property listings without the prior written permission of
the Company, including, without limitation, to any materials which are deemed,
in the Company's sole discretion to be harmful, lewd, obscene, violent,
insulting, threatening, hateful or otherwise objectionable;
(t)
The User shall not impersonate any
other person and/or falsely state or otherwise misrepresent that he has an
affiliation with any other person or entity, or otherwise mislead, deceive or
defraud the Company or any other party;
(u)
The User will not create a
database utilizing any information found within the Website; and
(v)
User will use the Website
only to make legitimate reservations or purchases and shall not use the Website
for any other purposes, including without limitation, to make any speculative,
false or fraudulent reservation or any reservation in anticipation of demand.
Abuse
of the Website. Without otherwise
limiting Company's right to terminate a User's use of the Website at will, if,
in the Company's sole discretion, it determines that a User is creating
potential liabilities, or acting inconsistently with these Terms and
Conditions, the Company may, without limitation, limit, suspend or terminate
the registered User's Account, prohibit access to the Website, remove hosted
Content, and take technical and legal steps to keep User off the Website.
Copyrights;
Restrictions On Use. The Materials
on the Website are copyrighted by the Company, its affiliates or its licensors
under United States and international copyright laws, is subject to other
Intellectual Property and proprietary rights and laws, and is owned by the
Company, its affiliates or its licensors. The Materials may not be copied,
modified, reproduced, republished, posted, transmitted, sold, offered for sale
or redistributed in any way without the prior written permission of the Company
and its applicable licensors, with the sole exception that User may print
copies of the Materials for User's personal, noncommercial use. User must abide
by all copyright notices, information or restrictions contained in or attached
to any Material. User agrees not to reproduce, duplicate, copy, sell, resell
or exploit for any commercial purposes any portion of the Website, use of the
Website, including, without limitation, any of the Materials
or
access to the Website, except as it directly relates to the User Content.
Notwithstanding
the foregoing, Company does not claim any ownership rights in the text, images,
photos, videos or other materials ("User Content") that are posted by Users
and/or Advertisers in their individual property listings. Rather, all such
rights shall be retained by the User and/or Advertiser. However, by
submitting suggestions, ideas, comments or questions, or displaying, posting or
publishing any User Content on the Website, User and/or Advertiser is expressly
granting the Company a non-exclusive, worldwide, royalty-free, perpetual,
irrevocable and fully sublicensable license to modify, use, adapt, translate,
create derivative works from, publicly perform, publicly display, republish,
reproduce and distribute the User Content in any form, media or technology.
Moreover, as otherwise set forth herein, User and/or Advertiser represents and
warrants that it has all right and title in and to the User Content, and that
no aspect of the User Content, or the posting thereof, shall violate the rights
of any third party. This shall include, without limitation, copyrights,
contract rights, trademark rights, rights of privacy, rights of publicity, or
any other rights of any third party. Moreover, Company shall have the right,
but not the obligation, to delete any User Content, which in its sole
discretion, violates the rights of any third party. This shall include,
without limitation, removing any photographs or videos which include a
copyright notice and/or watermark from a third-party. Without limitation,
Company takes no responsibility and assumes no liability for any User Content.
Copyright
Infringement. It is the policy of
the Company to respond expeditiously to claims of copyright infringement. The
Company will promptly process and investigate notices of alleged infringement
and will take appropriate actions under the Digital Millennium Copyright Act
and other applicable intellectual property laws. The Company will terminate
access for Users who it believes in its sole discretion to be an infringer,
regardless of whether proven or not.
User
covenants and agrees to provide the Company with any information that User has
regarding potential copyright infringement of any of the Materials. Such
information should be immediately disclosed to the Company at the addresses set
forth below in the "Notices" provision.
Trademarks. "EATLANTIS, LLC," "YOURLATITUDE", "MYNAUTICALMILE",
"YOURNAUTICALMILE" and variations thereof, as well as certain other of the
names, logos and materials displayed in the Website constitute trademarks,
tradenames, service marks or logos ("Marks") of the Company or other
related entities. User is not authorized to use any such Marks. Ownership of
all such Marks and the goodwill associated therewith remains with the Company or other related
entities.
Communications. Any communications, including, without limitation,
e-mails, pictures, videos, graphics and/or other material sent directly (or by
"cc" or otherwise) to the Company or any of its officers, employees or agents
and any postings to the Website shall become the Company's property upon the
transmission of the same. User grants the perpetual and irrevocable right to
both publicly or non-publicly utilize the same, including the identifying
information contained therein, in any manner whatsoever, at no charge.
Notices. All notices or other communications to the Company,
if any, that are to be given under these Terms and Conditions must be in writing, which shall be given
by delivery to the address set forth below by way of either personal delivery,
certified mail, return receipt requested, two-day mail or overnight mail by a
commercial carrier. Notices to the Company shall be deemed given only upon
receipt. Notices to the Company may also be given by electronic mail, provided
that it is followed by an exact copy by either regular mail, personal delivery,
certified mail, return receipt requested or two-day mail or overnight mail by a
commercial carrier to the same addresses set forth above. Notices to the
Company may also be given by electronic mail, provided that it is followed by
an exact copy by either regular mail, personal delivery, certified mail, return
receipt requested or two-day mail or overnight mail by a commercial carrier to
the same addresses set forth above. Such notice shall be deemed effective 24
hours after the message was sent, if no "system error" message or other notice
of non-delivery is generated. Notices to the Company shall be addressed as set
forth below unless it changes the address in writing by updating these Terms and
Conditions. The address for giving notice to the Company is as follows:
eAtlantis LLC
P.O. Box 501581
Atlanta, GA 31150
admin@yourlatitutde.com
Notices
to User shall be provided by the Company via email or any other address which
the Company reasonably believes to be associated with the User. Notice shall
be deemed effective in the same manner as described above for the Company.
Indemnification. The User agrees to indemnify, hold harmless and
defend the Company, its affiliates, and any members, directors, officers,
employees or agents (collectively, "Company Parties") of any of the foregoing
with respect to any claim, demand, cause of action, debt, liability, damages,
costs or expenses, including reasonable attorneys' fees and expenses, arising
from any third-party claim relating to (a) User's infringement of any
intellectual property of any person or entity, including without limitation,
patents, trade secrets, copyrights, trademarks, service marks, trade names or
similar proprietary rights; (b) any failure by the User to comply with these
Terms and Conditions, specifically including the "User Conduct" as set forth
above; (c) the User's Use of the Website and engagement in transactions on the
Website; (d) User's defamation, libel, slander or other tortuous act against a
third party; (e) a breach of any guarantees, covenants and/or warranties
provided by one User to another User; and/or (f) any negligent act or omission
or willful misconduct on the part of the User that results in a claim for
breach of any representations, warranties or covenants made herein against any
of the Company Parties.
Attorneys'
Fees. If Company or its affiliates
undertake any action to enforce these Terms and Conditions, such party will be
entitled to recover from the User, and User hereby agrees to pay, any and all
attorneys' fees and any cost of litigation, in addition to any other relief at
law or in equity to which such party may be entitled. In such event, the
Company shall be entitled to recover all costs including both actual
pre-judgment and post-judgment attorneys' fees and costs, involved directly or
indirectly in its enforcement efforts, whether or not it does so through
institution of formal legal proceedings.
Privacy. Please refer to the Company's privacy policy. The
User is bound to the terms contained therein.
Cookies. The Company specifically acknowledges and hereby
notifies User that it may utilize "cookies" in connection with the operation of
the Website. The User agrees that such cookies may be placed on his computer,
in connection with his access to, and use of, the Website. Nevertheless, the
User should note that he can likely make adjustments to his web browser which
may enable it to control the use of cookies. Such action, however, could
affect the User's use of the Website.
Disclaimer.
User explicitly agrees that Use of the
Website or any of the Materials contained herein is at his own and sole risk.
The Website and all Materials contained therein are provided "as is"
without warranty of any kind, either express or implied, including but not
limited to, any implied warranties of merchantability, fitness for a particular
purpose, title or non-infringement. Neither the Website nor the Company makes
any representations or warranties that the Website or any Materials contained
herein will be uninterrupted, timely, secure or error free; nor does the
Website make any representations or warranties as to the quality, fitness,
truth, accuracy, currency, reliability or wholeness of the Website or any of
the Materials contained herein. The User also understands and agrees that any
material and/or data downloaded or otherwise obtained through the Use of the
Website or any of the Materials contained herein is done at his own discretion
and risk and that the User will be solely responsible for any damage to his
computer system or loss of data that results from the download of such material
and/or data. The User understands that the Company cannot and does not
guarantee or warrant that files available for downloading from the Internet
will be free of viruses, worms, Trojan horses or other code that may manifest
contaminating or destructive properties. The Company makes no warranty
regarding any use of confidential or private information that User may
provide. The Company may change any of the Terms and Conditions and/or
information found on the Website at any time without notice. The Company makes
no commitment to update the information found on the Website. The Company
makes no commitment to update the Materials. The warranties and
representations set forth in these Terms and Conditions are the only warranties
and representations with respect to these Terms and Conditions, and are in lieu
of any and all other warranties, written or oral, express or implied, that may
arise either by agreement between the parties or by operation of law, including
warranties of merchantability and fitness for a particular purpose. None of
these warranties and representations will extend to any third person. Some
jurisdictions do not allow the elimination of certain warranties, so some of
the above exclusions may not apply to the User.
Limitation
of Liability. COMPANY ASSUMES NO
RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT
MAY INFECT USER'S COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF ITS ACCESS
TO, USE OF, OR BROWSING IN THE WEBSITE OR ITS DOWNLOADING OF ANY MATERIALS,
DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE SITE. IN NO EVENT SHALL COMPANY BE
LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY,
PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING,
BUT NOT LIMITED TO LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT,
TORT, STRICT LIABILITY, OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY
CONNECTED WITH (I) ANY USE OF THIS SITE OR CONTENT FOUND HEREIN, (II) ANY
FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE
ANY COMPONENT OF THIS SITE FOR POSTING LISTINGS OR MAKING RESERVATIONS), OR
(III) THE PERFORMANCE OR NON PERFORMANCE BY COMPANY, INCLUDING, BUT NOT LIMITED
TO, NON PERFORMANCE RESULTING FROM BANKRUPTCY, REORGANIZATION, INSOLVENCY,
DISSOLUTION OR LIQUIDATION EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF DAMAGES TO SUCH PARTIES OR ANY OTHER PARTY.
If, notwithstanding the foregoing, Company should be found liable for any loss
or damage which arises out of or is in any way connected with any of the above
described functions or uses of the Website, or any Materials, Company's
liability shall in no event exceed, in the aggregate, the greater of (a) the
subscription fee and service charge for accessing the Website, if any, or (b)
US$100.00. In its sole discretion, in addition to any other rights or remedies
available to Company and without any liability whatsoever, Company at any time
and without notice may terminate or restrict your access to any component of
the Website. Some states do not allow limitation of liability, so the foregoing
limitation may not apply to the User.
Release. BY UTILIZING THE WEBSITE, USER HEREBY RELEASES, REMISES AND FOREVER
DISCHARGES AND GIVES UP ANY AND
ALL CLAIMS AND RIGHTS WHICH IT MAY HAVE AGAINST THE COMPANY AND ITS
AFFILLIATES, PARTNERS, SERVICE PROVIDERS, VENDORS, AND CONTRCTORS AND EACH OF
THEIR RESPECTIVE AGENTS, ATTORNEYS, DIRECTORS, OFFICERS, EMPLOYEES, AND ALL
OTHER RELATED PERSONS OR ENTITIES BASED
ON ANY ACT, EVENT OR OMISSION, AND FROM ANY AND ALL
MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS,
LIABLITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE
WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE
TO, OR ARE CONNECTED WITH YOUR USE OF THE WEBSITE AND SERVICES RELATED THERETO. USER FURTHER WAIVES, RELEASES AND GIVES UP ANY AND
ALL CLAIMS AND DEFENSES ARISING FROM OR RELATING TO ANY ACT, EVENT, OR OMISSION
THIS INCLUDES, WITHOUT LIMITATION, ANY CLAIM WHICH COULD BE ASSERTED NOW OR IN
THE FUTURE UNDER (A) THE COMMON LAW; (B) ANY OF THE PARTIES POLICIES, PRACTICES
OR PROCEDURES; (C) ANY FEDERAL AND/OR STATE STATUTES OR REGULATIONS.
Successors
and Assigns. Whenever the term "the
Company" is used in connection with these Terms and Conditions, and in
accordance with the other modes and methods set forth in the other webpages of
the Website regarding its use in regard to a right, protection or benefit, it
shall be construed to encompass the Company, its related entities, successors,
assigns, directors, officers, employees and agents. Further, the term "User"
and "Advertiser" used in connection with these Terms and Conditions shall
include his/her/its related entities, successors, assigns, directors, officers,
employees and agents.
Authorized
Permission for Use. The User shall
be considered an entity if the individual accessing the Website is doing so on
behalf of an entity or is utilizing that entity's computer system in connection
with a task (either paid or unpaid) for that entity. If the User is an entity,
the person using the Website on its behalf hereby makes the material
representation upon which he wishes the Company to rely that he is authorized
to bind that entity to the Terms and Conditions set forth above, as well as any
other obligations imposed or undertaken through Use of the Website. The
Company reserves the right to terminate the User's access to, and use of,
whether as an individual or entity, the Website and any of its contents,
including, without limitation, the Materials, or use of any of the Company's
services at its sole discretion and without any advance notice to the User.
Dispute
Resolution. A party to these Terms
and Conditions may not institute a suit at law or equity regarding any dispute,
whether directly or indirectly related or collateral to these Terms and
Conditions. All such claims or disputes, whether between or among the parties,
shall be submitted to arbitration administered by a mutually acceptable
arbitrator affiliated with the American Arbitration Association and its rules and
guidelines shall apply, or its International Centre for Dispute Resolution, if
applicable. Should the parties be unable to agree upon an arbitrator, the
arbitrator shall be chosen by a determination of a court of competent
jurisdiction. The arbitration proceedings shall be in English. The arbitrator
shall have the authority to award any remedy or relief that a court of the
State of Georgia could order or grant. Each party will perform all acts,
including the execution and delivery of further documents, as the arbitrator
deems necessary or desirable to confirm and carry out the terms of the award
rendered. Judgment upon the award rendered by the arbitrator may be entered in
any court having competent jurisdiction thereof. The award rendered by the arbitrator
in any arbitration is final and binding on the parties. The arbitration award
may be appealed to a court of competent jurisdiction solely on the basis that
the award was arbitrary or capricious.
Jurisdiction. The User utilizing the Website agrees that the laws
of the State of Georgia shall govern these terms and conditions and any
dispute, controversy or claim directly or indirectly related to such Use.
Further, the User consents to the jurisdiction of the Superior Court of the
State of Georgia, Fulton County or, if jurisdiction exists, at the option of
either party, to the jurisdiction of the United States District Court for the Northern
District of Georgia, to seek injunctive relief, compel an arbitration and/or
enforce an arbitrator's award. Any arbitration shall be conducted in Fulton County, Georgia. Service of the written notice to initiate the aforementioned
arbitration shall be deemed complete when sent either as required by Court
procedure or by (a) electronic mail to any of the User's current or future
electronic mail addresses; (b) ordinary mail or ordinary or two-day mail by a
commercial carrier, in the event a regular mailing address has been provided by
the party upon which service is being effected or is otherwise determined by the
serving party; or (c) otherwise in accordance with the laws and procedures of
the State of Georgia. The User agrees that regardless of any statute or law to
the contrary, any claim or cause of action by User arising out of or related to
use of the services of the Terms and Conditions must be filed within one (1)
year after such claim or cause of action arose or be forever barred.
Further
Assurances. The User covenants and
agrees to perform further all acts and execute all supplementary instruments or
documents which may be requested by the Company to carry out the provisions and
effectuate the intent of these Terms and Conditions.
Severability. If any portion of these Terms and Conditions is
ruled invalid or otherwise unenforceable, it shall be deemed amended in order
to achieve as closely as possible the same effect as originally drafted. Any
invalid or unenforceable portion shall be construed as narrowly as possible in
order to give effect to as much of the Terms and Conditions as possible.
Links
to Other Sites. The User
acknowledges and agrees that the Company has no responsibility for the accuracy
or availability of information provided by websites to which you may link from
the Website ("Linked Sites"). Links to Linked Sites are provided as a convenience
to the User, and does not constitute an endorsement by or association with the
Company of such sites or the content, products, advertising or other materials
presented on such sites. The Company does not author, edit or monitor these
Linked Sites. User acknowledges and agrees that the Company is not responsible
or liable, directly or indirectly, for any damage or loss caused or alleged to
be caused by or in connection with use of or reliance on any such content,
goods or services available on such Linked Sites. If User accesses a Linked
Site, it does so at its own risk.
No
Third Party Beneficiaries. These Terms and Conditions are not intended to be for the
benefit of, and shall not be enforceable by any unaffiliated third party,
except as may be specifically provided herein. Nothing herein, express or
implied, is intended to or shall confer on any third party any rights
(including third-party beneficiary rights), remedies, obligations or
liabilities under or by reason of these Terms and Conditions or otherwise set
forth in the Website, except as may be specifically provided herein. These
Terms and Conditions shall not provide third parties with any remedy, claim,
liability, reimbursement, cause of action or other right in excess of those existing
without reference to the terms herein. No third party shall have any right,
independent of any right that exists irrespective of these Terms and
Conditions, to bring any suit at law or equity for any matter governed by or
subject to the provisions herein.
Miscellaneous. The Company's failure to enforce any term,
provision or condition of these Terms and Conditions, including the breach or
default thereof, by conduct or otherwise, in one or more instances shall not be
deemed a waiver. To the extent that a provision of these Terms and Conditions
is deemed unenforceable, the balance of it shall remain in full force and
effect. Neither the course of dealing, nor any trade practice shall act as a
modification of these Terms and Conditions. The User specifically acknowledges
that he has not accepted these Terms and Conditions on reliance of any
representations or other promises of the Company, which is not specifically
included herein. The User specifically stipulates that these Terms and
Conditions do not constitute a contract of adhesion. The gender terms in these
Terms and Conditions shall apply equally to either gender. The headings in
these Terms and Conditions shall have no force and effect.
By
its Use of the Website, the User represents that he has had the opportunity to
review these Terms and Conditions with counsel of the User's choosing, if the
User wished to do so. The User further acknowledges that the User has
thoroughly read these Terms and Conditions; understands that the User is giving
up certain legal rights that may otherwise exist; has asked any questions the
User desires to clarify its meaning; and believes it is in the User's interest
to nevertheless proceed with this transaction.