Agreement by Use

The armoryUP.org website and any derivative website(s) on which these Terms of Use are posted are owned and operated (collectively referred to as the “Website”) by Armory Incubator, an Arizona nonprofit corporation (“AI”). AI has adopted these Terms of Use (“Terms of Use” or “Agreement”) to make you aware of the terms and conditions of your use of the Website and access to any information, software, photos, video, text, graphics, music, sounds or other material provided by AI or third parties information, or any other materials uploaded, downloaded or appearing on the Website (collectively referred to as “Content”), and any data or information reporting, access or sharing services or products that are offered or provided via the Website (collectively referred to as “Services”).

 

In the event that you purport to be the agent of, represent, or otherwise act on behalf of an entity or any other person, references to “you,” “your” or “User” shall include such entity or person in addition to you, and your acceptance of this Agreement shall constitute acceptance on behalf of such entity or person.

 

THE WEBSITE IS NOT DIRECTED TOWARD MINORS. IF YOU ARE UNDER THE AGE OF 18, YOU MUST HAVE A PARENT OR LEGAL GUARDIAN ASSIST IN THE COMPLETION OF YOUR REGISTRATION FOR USE OF THE WEBSITE AND YOUR REVIEW OF AND AGREEMENT TO THESE TERMS OF USE. IF YOU ARE UNDER THE AGE OF 13, YOU MUST PROVIDE ABC WITH VERIFIABLE PARENTAL CONSENT, AS SET FORTH IN THE PRIVACY POLICY LOCATED AT www.armoryUP.org/privacy.

 

By using or otherwise accessing the Website, creating, registering or accessing an account, posting or downloading Content or any other information to or from the Website, purchasing any products or services via the Website or manifesting your assent to these Terms of Use in any other manner, you (“User”) hereby unequivocally and expressly agree to, and shall be subject to, these Terms of Use.  If you do not unequivocally agree to these Terms of Use, you may not use or otherwise access the Website, create, register or access an account, post or download Content, or any other information to or from the Website or purchase any products or services via the Website.

 

Changes to Terms

AI reserves the right, at its discretion, to change, modify, add or remove portions of these Terms of Use at any time by posting such changes to this page.  In addition, if you have previously registered an account, AI will endeavor to notify you of significant changes via the email address you provided to AI.

 

You understand that you have the affirmative obligation to check these Terms of Use periodically for changes, and you hereby agree to periodically review these Terms of Use for such changes.  The continued use of the Website following the posting of changes to these Terms of Use will constitute your acceptance of those changes.  The most current version of these Terms of Use can be reviewed at www.armoryUP.org/terms.

 

Consent to Electronic Communications and Solicitation

By creating or registering an account, you understand that we may send you information or data regarding the Website, including but not limited to (i) notices about your use of the Website, including any notices concerning violations of use, (ii) updates, and (iii) promotional information and materials regarding AI products and services and those of its parent, and other related companies and its trusted affiliates and business partners, via electronic mail, text message or other in-app communication. AI does not sell or otherwise commercialize User personal information.

 

General Terms of Use and Restrictions on Use

AI hereby grants you a limited, nonexclusive, non-assignable, nontransferable license to access and use the Website solely for the noncommercial, personal use of User or the internal business needs of the entity of which User is an authorized representative, as the case may be, subject to your agreement to, compliance with and satisfaction of these Terms of Use.

 

In the event that you or an entity with whom you are affiliated agrees to pay for access (a “Subscriber”) to any specific Content and/or Services provided by AI via the Website, upon payment of any applicable fees or other charges, AI grants User a non-exclusive, non-assignable, nontransferable, revocable, limited sub-license (a) to access and use the Website for your noncommercial, personal use and for the internal business purposes of the Subscriber, if applicable, and (b) to access, use, perform and display that specific Content for your noncommercial, personal use and the internal business purposes of such Subscriber, if applicable, subject to your agreement to, compliance with and satisfaction of these Terms of Use.  For the avoidance of doubt, such noncommercial, personal use and internal business purposes shall not consist of (i) the public performance or display of any aspects of the Website, the Content or the Services, or any other information related thereto, or (ii) the training of startup founders, service professionals, investors, university students, corporate entities, corporate clients, community members (in any form) or employees, staff, volunteers or affiliates of User or Subscriber other than the User beyond the number of individuals specified within the purchase offering.

 

You agree to the following restrictions regarding the Website, the Content and the Services or other information contained or embodied therein: (1) you may not resell or commercialize any Content or Services or otherwise profit from their use or display without the express written permission of AI; (2) you may not, nor will you allow any other party to, reproduce, modify, edit, adapt, publish, translate, display, distribute, sell, sublicense or create derivative works or compilations incorporating such Content or Services without the express written permission of AI; (3) you will not otherwise violate any additional legal or contractual restrictions governing use of the Content or Services; (4) you will not obscure or remove any proprietary rights notices contained in or on the Content or Services; and (5) you will not allow any other person to access the Website and the Content or Services or other information contained or embodied therein, including but not limited to any testing or evaluation portions of the Website under your username and password.

 

Additionally, you agree to the following restrictions regarding Content or Services or other information contained or embodied therein: (a) All Content (i) is the confidential information of AI, (ii) you may use Content and Services for your own personal, noncommercial purposes and the internal business purposes of a Subscriber only in accordance with the terms of these Terms of Use, (iii) you may not disclose Content or Services to third parties, and (iv) you will use best efforts to safeguard Content from unauthorized use or disclosure; (b) you may not resell any Content or Services or otherwise profit from its use or display; (c) you may not, nor will you allow any other party to, reproduce, modify, edit, adapt, publish, translate, display, distribute, sell, sublicense or create derivative works or compilations incorporating Content or Services; (d) you will not otherwise violate any additional legal or contractual restrictions governing use of Content or Services; (e) you will not obscure or remove any proprietary rights notices contained in or on Content or Services; and (f) you will not use any interface other than that contained within the Website to transfer data into or out of the database portions of the Website without AI’s prior written approval. AI reserves all rights not otherwise expressly granted by these Terms of Use.

 

If you do not comply with the Terms of Use or other incorporated agreements or guidelines at any time, AI reserves the right to revoke the aforementioned license(s), limit your access to the Website, limit your access to Content or Services and/or restrict your ability to post or download Content or order other products and services.

 

You agree not to reproduce, duplicate, copy, distribute, transmit, sell, trade, resell or exploit for any purpose any portion of or any information from the Website.  You may not obscure or remove any proprietary rights notices contained in or on the Content or Services.

You are solely responsible for providing, maintaining and ensuring the compatibility of all hardware, software, electrical and other physical requirements necessary for your access to and use of the Website or any part thereof.

 

AI may discontinue or alter any aspect of the Website, modify Services or remove Content from the Website, restrict the time the Website is available or restrict the amount of use permitted at AI’s sole discretion and without prior notice or liability.  You agree that AI may, under certain circumstances, immediately suspend and/or terminate your access to the Website or any part thereof.  Cause for such measures shall include, without limitation: (i) breaches or violations of these Terms of Use or other incorporated agreements or guidelines; (ii) expiration of a subscription term or the failure to pay applicable fees or charges; (iii) discontinuance or material modification to the Website; (iv) unexpected technical or security issues or problems; (v) extended periods of inactivity; and/or (vi) engagement by you in fraudulent or illegal activities.  You further agree that such measures shall be taken in AI’s sole discretion and without liability to you or any third party.

 

For purposes of these Terms of Use, references to “post” or “posting” shall refer to any manner of posting, transmitting, uploading, providing, making available or otherwise transferring material or information.

 

Accounts

You may need an account to access certain aspects of the Website, including, but not limited to, the Content and Services.

 

In the event you purchase or are otherwise to receive access to certain Content and/or Services, Subscriber, or AI at Subscriber’s request, may supply a username and password to you or you may be asked to create a username and password as part of the registration process.  AI may refuse to grant a particular username for any reason, including, without limitation, in the event AI determines that such username impersonates someone else, is protected by trademark or other proprietary right law or is vulgar or otherwise offensive.

 

An account is unique to the User to whom the username and password are assigned.  You will not share your account or allow any other person to utilize your account. You are responsible for maintaining the confidentiality of your username and password. You agree to immediately notify Subscriber and AI in the event you learn of or have reason to suspect any unauthorized use of your account or other breach of security.

 

You agree and acknowledge that AI and Subscriber will use and rely on the accuracy of information generated by your use of the Website under your username and password, including, but not limited to, results from testing and evaluation portions of the Content and Services, and represent and agree that such information generated under your username and password will be from your unassisted responses to such tests and evaluations. In the event you provide information during the account registration process, you agree that you will provide truthful and accurate information and will notify Subscriber and AI in the event your registration information changes.

 

AI Intellectual Property

Unless otherwise specifically noted in these Terms of Use, images, trademarks, service marks, logos and icons displayed on the Website are the property of AI and/or its licensors and may not be used without AI’s prior written consent.  Trademarks owned by third parties are the property of those respective third parties.

 

The Website, including, without limitation, Content and Services, is the copyrighted property of AI and/or its licensors, and it may not be reproduced, recreated, modified, accessed or used in any manner or disseminated or distributed to any other party in violation of these Terms of Use.  Any unauthorized use of any Content, whether owned by AI or other parties, may violate copyright laws, trademark laws, privacy and publicity laws and communications regulations and statutes.

 

You will not copy, reverse engineer, disassemble, decompile, translate, modify, reproduce, republish, transmit, sell, offer for sale, disseminate or redistribute the intellectual property found in the Website or any part thereof or grant any other person or entity the right or access to do so.

 

Content

You acknowledge that the Website may contain or provide access to information, software, photos, video, text, graphics, music, sounds or other material provided by AI or third parties that are protected by copyrights, patents, trademarks, trade secrets or other intellectual property laws, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed.  For the avoidance of doubt, references to Content shall include all Content and User Content (see below), if any.

 

The Content posted by users via the Website other than Feedback (defined below) (“User Content”) is the intellectual property of the specific users of the Website who post such User Content and their licensors, if any.  AI does not claim any ownership rights in such User Content.  By posting User Content via the Website, however, you hereby grant to AI a limited, transferable, nonexclusive, worldwide, perpetual, royalty-free license to use, reproduce, modify, edit, adapt, publish, translate, display, distribute, sell, sublicense and create derivative works and compilations incorporating such User Content.

 

AI does not generally monitor or otherwise remove User Content after it is posted on the Website except under certain limited circumstances as required or permitted by law or otherwise in the sole discretion of AI.  In the event you would like to request that AI remove your User Content from the Website, please contact AI at info@armoryUP.org.  Please note however, that if AI agrees, in its sole discretion to remove your User Content, such User Content may not be completely removed or may otherwise still be available to others in the following circumstances: (a) your User Content has been incorporated into derivative works or compilations created by AI or other parties; (b) such User Content has been retained in AI’s data backup systems or for archival purposes; or (c) to the extent such User Content has been sold to or downloaded by other persons and such persons retain your User Content. AI is not responsible for, and may not cause the removal of User Content from, caching servers and content distribution networks not under its control.

 

Feedback

AI welcomes your comments, feedback, information, or materials regarding the Website, Content or AI’s products or services (collectively, “Feedback”).  If you submit Feedback to AI, please note that your Feedback shall become the property of AI.

 

By submitting your Feedback to AI, you agree to assign, and hereby irrevocably assign to AI, all right, title, and interest in and to the Feedback and all copyrights and other intellectual property rights embodied in such Feedback on a worldwide basis.  AI shall be free to use your Feedback on an unrestricted basis.  You hereby assign and/or waive, as the case may be, any moral rights that you may have in or to the Feedback.

 

AI’s Privacy Policy

AI collects, stores and uses data collected from you in accordance with AI’s Privacy Policy, including more information about AI’s compliance with the Children’s Online Privacy Protection Act are located at www.armoryUP.org/privacy. These terms and conditions of the Privacy Policy are hereby expressly incorporated into these Terms of Use.

 

You acknowledge and agree that AI and Subscribers with whom you are associated may collect, store and use your personal information in accordance with these policies and terms.

 

Third Party Products or Services and Links

Please note that AI or third parties may from time to time make available to User third-party products or services, including, but not limited to, content, materials or information services to be made available to User through the Website.

 

Any acquisition by User of such non-AI products or services, and any exchange of data between User and any non-AI provider, is solely between User and the applicable non-AI provider.  In addition, the Website may provide, or third parties may provide, links to other websites or resources on the Internet.  Because AI has no control over such websites or resources, you acknowledge and agree that AI is not responsible for the availability of such external websites or resources, and AI does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such websites or resources or for any privacy or other practices of the third parties operating those websites or resources.

 

You further acknowledge and agree that AI shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such Content, goods or services available on or through any such website or resource.

 

AI strongly encourages you to review any separate terms of use and privacy policies governing use of these third party websites and resources.

 

User Representations

You hereby represent and warrant to AI that:

(a) you (i) have reached the age of majority in the jurisdiction where you reside (generally 18, 19 or 21 years of age depending on the jurisdiction), (ii) are an emancipated minor under the laws of your jurisdiction of domicile and/or residence, (iii) possess legal parental or guardian consent or (iv) otherwise have the power and authority to enter into and perform your obligations under this Agreement;

(b) all information provided by you to AI is truthful, accurate and complete;

(c) you are an authorized signatory of any credit or debit card or other method of payment that you may provide to AI or its third-party payment processor;

(d) you will comply with the terms and conditions of these Terms of Use and any other agreement to which you are subject that is related to your use of the Website, Content or any part thereof;

(e) you have provided and will maintain accurate and complete registration information with AI, including, without limitation, your legal name, email address and any other information AI may reasonably require;

(f) your access to and use of the Website or any part thereof and/or purchase and use of any products or services will not constitute a breach or violation of any other agreement, contract, terms of use or any law or regulation to which you are subject;

(g) you will immediately notify AI in the event that you learn or suspect that your User access credentials have been disclosed or otherwise made known to any other person;

(h) you will not use the Website in order to gain competitive intelligence about AI, the Website or any product or service offered via the Website or to otherwise compete with AI or its affiliates; and

(i) if you purport to be the agent of, represent or otherwise act on behalf of an entity or any other person, that you are in fact an authorized representative of such entity or other person.

 

In the event that you post any User Content or provide any Feedback via the Website, you hereby make the following additional representations and warranties to AI:

(a) you are owner of such User Content or Feedback or otherwise have the right to grant AI the licenses or assignments granted pursuant to this Agreement;

(b) you have secured any and all consents necessary to post the User Content or Feedback and to grant the foregoing licenses or assignments;

(c) the User Content or Feedback does not violate the rights of any third party, including, without limitation, the intellectual property, privacy or publicity rights of any third party, and such User Content or Feedback does not contain any personally identifiable information about third parties in violation of such parties’ rights;

(d) the use of any User Content or Feedback will not result in harm or personal injury to any third party; and

(e) all factual information contained in the User Content or Feedback is true and accurate.

 

Prohibited Uses

You agree not to engage in unacceptable use of the Website or any part thereof, which includes, without limitation:

(a) use of the Website to post, store or disseminate material or information that is or to a reasonable person may be false, fraudulent, unlawful, harmful, tortious, abusive, obscene, pornographic, defamatory, libelous, harassing, invasive of another’s privacy, offensive, vulgar, threatening, malicious, hateful or racially, ethnically or otherwise objectionable, including, for the avoidance of doubt, use of the Website to access Content or complete tests or evaluations under another User’s username;

(b) use of the Website to post, store or disseminate Content, files, graphics, software or other material or information that actually or potentially infringes the rights of any person, including, without limitation, the copyright, trademark, patent, trade secret or other intellectual property rights, or privacy, moral or publicity rights, of any person;

(c) use of the Website to interfere, disrupt or attempt to gain unauthorized access to other accounts on the Website, to restricted portions of the Website, to Content, or any other computer network or equipment;

(d) use of the Website to post, store or disseminate viruses, Trojan horses or any other malicious code or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware, system or telecommunications equipment;

(e) use of the Website to post, store or disseminate any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or other fraudulent schemes, or any other form of solicitation;

(f) use of any manual or automated software, devices or other processes to “crawl” or “spider” any web pages contained in the Website (including, without limitation, the use of robots, bots, spiders, scrapers or any other means to extract pricing, product, service or other data from the Website);

(g) use of the Website to gain competitive intelligence about AI, the Website or any product or service offered via the Website or to otherwise compete with AI or its affiliates;

(h) framing or otherwise simulating the appearance or functions of the Website or any portion thereof;

(i) harvesting or otherwise collecting any information about other users, including, without limitation, email addresses or other contact information of other users; or

(j) use of the Website to engage in any activity that, as determined by AI, may intentionally or unintentionally violate these Terms of Use or other incorporated agreements or guidelines, violate any applicable laws or regulations or conflict with the spirit or intent of these Terms of Use or other incorporated agreements or guidelines.

 

Disclaimers of Warranties and Limitations of Liability

AI uses reasonable efforts to maintain the Website, but AI is not responsible for any defects or failures associated with the Website, any part thereof, any Content posted using the Website, or any damages (such as lost profits or other consequential damages) that may result from any such defects or failures.  The Website may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions, (b) periodic maintenance procedures or repairs which AI may undertake from time to time, or (c) causes beyond the control of AI or which are not foreseeable by AI.

 

AI does not control the User Content posted by its users, nor does it have any obligation to monitor such User Content for any purpose.  Despite the fact that it has no monitoring obligations, AI reserves the right to remove any and all material that it feels is actually or potentially inappropriate, offensive, illegal or harmful in any respect or which may otherwise violate these Terms of Use.  Because the User Content offered via the Website is provided by other users, and because AI does not monitor or exercise control over the User Content, AI does not make any warranties or representations regarding any of the User Content offered via the Website or the quality thereof.  AI does not necessarily approve, endorse, sanction, encourage, verify or agree with any message posted by its users or otherwise embodied in the Content.  You understand that by using the Website, you may be exposed to Content that may be offensive, indecent, vulgar, defamatory or otherwise objectionable, and that in no way shall AI be liable under any theory for such exposure.

 

AI is not a backup service for storing User Content, and AI shall have no liability regarding any loss of User Content.  You are solely responsible for creating backups of any User Content you post using the Website.

 

DISCLAIMERS OF WARRANTIES:

TO THE MAXIMUM EXTENT ALLOWED BY LAW AND EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SEPARATE AGREEMENT BETWEEN USER AND ABC REGARDING USER’S ACCESS TO AND USE OF THE WEBSITE, THE WEBSITE, ANY CONTENT AND ANY PRODUCTS OR SERVICES PROVIDED VIA THE WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK.  TO THE MAXIMUM EXTENT ALLOWED BY LAW, AI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE AND NON-INFRINGEMENT.

 

WITHOUT LIMITATION, AI MAKES NO WARRANTY THAT THE WEBSITE, ANY CONTENT OR ANY PRODUCTS OR SERVICES PROVIDED VIA THE WEBSITE WILL MEET YOUR REQUIREMENTS, THAT USE OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE FOREGOING OR ANY INFORMATION FOUND THEREON WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS.

 

ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

 

FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU THROUGH THE WEBSITE OR ANY PRODUCT SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS OF USE.

 

NO LEGAL ADVICE:

YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE WEBSITE AND ANY CONTENT OR OTHER INFORMATION CONTAINED THEREIN ARE PROVIDED FOR EDUCATIONAL PURPOSES ONLY AND MAY NOT BE RELIED UPON AS LEGAL ADVICE.  AI SHALL HAVE NO LIABILITY TO USER, SUBSCRIBER, IF ANY, YOU OR ITS AFFILIATES OR ANY OTHER PERSON RELATING TO OR RESULTING FROM THE USE OF THE WEBSITE AND ANY CONTENT OR OTHER INFORMATION CONTAINED THEREIN, OR ANY ERRORS IN OR OMISSIONS THEREFROM.  ABC WILL NOT BE LIABLE WITH RESPECT TO ANY DECISIONS MADE BY USER, SUBSCRIBER, IF ANY, YOUR OR ITS AFFILIATES OR ANY OTHER PERSON AS A RESULT OF RELIANCE ON THE WEBSITE OR ANY CONTENT OR OTHER INFORMATION THEREIN.

 

LIMITATION OF LIABILITY:

TO THE MAXIMUM EXTENT ALLOWED BY LAW AND EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SEPARATE AGREEMENT BETWEEN USER AND ABC REGARDING USER’S ACCESS TO AND USE OF THE WEBSITE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT AI SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE WEBSITE, ANY CONTENT OR ANY PRODUCTS OR SERVICES PURCHASED VIA THE WEBSITE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE OR OTHERWISE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; OR (D) ANY OTHER MATTER RELATING TO THE WEBSITE, ANY CONTENT OR THE PURCHASE OF ABC’S PRODUCTS OR SERVICES.

 

IF YOU ARE DISSATISFIED WITH THE WEBSITE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE WEBSITE AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.  TO THE MAXIMUM EXTENT ALLOWED BY LAW, IN NO EVENT SHALL ABC’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE WEBSITE, PURCHASING ANY CONTENT OR PURCHASING ABC’S PRODUCTS OR SERVICES OR ANY AMOUNT RETAINED BY AI FOR PROVIDING THE SERVICES INDIVIDUALLY TO YOU WITHIN THE 12-MONTH PERIOD PRECEDING THE ACCRUAL OF YOUR CLAIM.

 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.  ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

 

Indemnification

You agree to defend, indemnify and hold harmless AI, its affiliates, and each of their respective officers, directors, stockholders, managers, members, partners, employees, agents, representatives, successors and assigns from and against any and all claims, liabilities, damages, losses or expenses, including attorneys’ fees and costs and expenses, arising out of or in any way connected with (a) your access to or use of the Website or any part thereof, (b) any User Content you post via the Website, (c) a breach or alleged breach by you of any of your representations, warranties, covenants or obligations under this Agreement, (d) infringement or misappropriation of any intellectual property or other rights of AI or third parties by you, (e) any negligence or willful misconduct by you, (f) any other claim related to your performance under this Agreement, (g) your use of any Content and Services or products provided by AI or (h) any claims by your or your affiliates, agents or representatives against Subscriber or its affiliates or any of their respective agents or representatives, including, but not limited to, those relating to allegedly criminal or tortious abuse or maltreatment, slander, libel or privacy torts.

 

Term and Termination

This Agreement is effective upon your unequivocal acceptance as set forth herein and shall continue in full force until terminated, provided that certain provisions (as described in sections below) will survive any termination and still apply.

 

You agree that AI, in its sole discretion, may terminate your use of the Website or any part thereof upon prior notice, and remove and discard any Content, in the event you violate these Terms of Use.

 

You agree that AI may immediately suspend your account and your access to the Website or any part thereof in order to conduct an investigation in the event it believes you have violated these Terms of Use or if it determines that you are a repeat infringer of another’s intellectual property or other rights.

 

AI may also, in its sole discretion and at any time, discontinue providing the Website, any part thereof, any Content or Services or any products advertised thereon, with or without notice.

 

In addition to any other method of termination or suspension provided for in this Agreement, AI reserves the right to terminate this Agreement at any time and for any reason upon ten (10) days notice to you.

 

You agree that AI shall not be liable to you or any third-party for any termination or suspension of your access to the Website or any part thereof, removal of Content, modification or Services or sale of any products.

 

You may terminate this Agreement at any time by immediately discontinuing all access to the Website and by providing notice to AI of such discontinuance.  Termination or cancellation of this Agreement shall not affect any right or relief to which AI may be entitled at law or in equity.  Upon termination of this Agreement, you shall terminate all use of the Website and any Content or Services provided thereby.

 

In the event of termination, you will not be entitled to any refund of any fees or other charges, if any, paid in connection with this Agreement.

 

Governing Law and Other Miscellaneous Terms

You acknowledge and agree that any expenses that you incur in furtherance of this Agreement are voluntary in nature and are made with the knowledge that this Agreement may be terminated as provided herein.  You shall not make a claim against AI, and AI shall not be liable with respect to the recoupment of any expenditures or investment made by you in anticipation of the continuation of this Agreement beyond the term hereof.

 

You agree that your breach of the provisions of these Terms of Use would cause irreparable harm and significant injury to AI which would be both difficult to ascertain and which would not be compensable by damages alone.  As such, you agree that AI has the right to enforce the provisions of this Agreement by injunction (without necessity of posting bond), specific performance or other equitable relief without prejudice to any other rights and remedies AI may have for your breach of this Agreement.

 

The validity and effect of these Terms of Use shall be governed by, and construed and enforced in accordance with the laws of the State of Arizona, without regard to its conflicts or choice of laws principles.

 

ANY SUIT, ACTION OR PROCEEDING CONCERNING OR RELATING TO THE WEBSITE, ITS USE, THESE TERMS OF USE, ANY SALE OR ANY OTHER PRODUCT, SERVICE, POLICY OR PROCEDURE OF AI, MUST BE BROUGHT EXCLUSIVELY IN A COURT OF COMPETENT JURISDICTION LOCATED IN OR EXERCISING JURISDICTION OVER MARICOPA COUNTY, ARIZONA, AND YOU HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURT (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING, YOU IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH YOU MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT OR IMPROPER FORUM.

 

If any action at law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.

 

The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting and construing this Agreement.

 

If the performance of any part of this Agreement by either party (other than payment of money) is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor dispute, act of God, telecommunications failure or any other cause beyond the control of either party, that party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause.

 

This Agreement, including any other agreements or additional terms referenced herein, constitutes the complete and exclusive statement of the Agreement between the parties with respect to the Website, Content and products and services offered via the Website, and, unless otherwise expressly provided herein, it supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Website, Content, Services and products sold via the Website.

 

If any provision of this Agreement is found unlawful or unenforceable in any respect, the court shall reform such provision so as to render it enforceable or, if it is not possible to reform such provision so as to make it enforceable, then delete such provision.  As so reformed or modified, the court shall fully enforce this Agreement.

 

The provisions of this Agreement that by their content are intended to survive the expiration or termination of this Agreement, including, without limitation, provisions governing ownership and use of intellectual property, representations, disclaimers, warranties, liability, indemnification, governing law, jurisdiction, venue, remedies, rights after termination and interpretation of this Agreement, will survive the expiration or termination of this Agreement for their full statutory period.

 

The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement.

 

AI makes no representation that the Website, Content or other material or information on the Website is appropriate to or available in locations outside of the United States.  You may not use the Website or export Content in violation of United States export laws, regulations or restrictions.  If you access the Website from outside of the United States, you are responsible for compliance with all applicable laws.

 

Copyright and Copyright Notices

AI respects the intellectual property of others, and we ask our users to do the same.  If you believe that your work has been copied in a way that constitutes copyright infringement, please provide AI’s Copyright Agent the following information:

o   an electronic or physical signature of the owner or person authorized to act on behalf of the owner of the copyright interest;

o   a description of the copyrighted work that you claim has been infringed;

o   a description of where the material that you claim is infringing is located on the Website sufficient to allow us to locate the allegedly infringing material;

  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

 

Please contact AI’s Copyright Agent for Notice of Claims of copyright infringement at: info@armoryUP.org. Copyright owners and agents acknowledge that failure to comply with all of the requirements of the foregoing may result in an invalidity of the DMCA notice.

 

Counter-Notice.  If you believe that the User Content that was removed (or to which access was disabled) is not infringing, or that you have authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the User Content, you may send a counter-notice containing the following information to the Copyright Agent:

  • your physical or electronic signature;
  • identification of the User Content that has been removed or to which access has been disabled and the location at which the User Content appeared before it was removed or disabled;
  • a statement that you have a good faith belief that the User Content was removed or disabled as a result of mistake or a misidentification of the User Content; and
  • your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Maricopa County, Arizona and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

 

If a counter-notice is received by the Copyright Agent, AI may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed User Content or cease disabling it in 10 business days.  Unless the copyright owner files an action seeking a court order against the person providing such User Content, the removed User Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at AI’s sole discretion.

 

 

Effective: April 18, 2016