Terms and Service
Last Updated: April 28, 2020
This Website is operated byOnline Geniuses,LLC, a New York limited liability company, (hereinafter “Online Geniuses”). These terms and conditions (“Terms”) govern your access to the Online Geniuses website https://onlinegeniuses.com (the “Website”).
Your access to and use of the Website is expressly conditioned on your compliance with these Terms. Certain features, services or tools of the Website may be subject to additional guidelines, terms, or rules, which will be posted with those features and are a part of these Terms.
The term “you” or “User” shall refer to any person or entity who views, uses, accesses, browses or submits any content or material to the Website. The terms“we,” “our” or “us” shall refer to Online Geniuses.
The Websiteis offered to you conditioned on your acceptance without modification of Terms contained herein. Your use of the Website constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING, USING AND/OR CREATING AN ACCOUNT ON THE WEBSITE, CONSUMMATING A FINANCIAL TRANSACTION VIA THE WEBSITE OR COMMUNICATING WITH USERS THROUGH THE WEBSITE, YOU ARE AFFIRMING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE WEBSITE. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE WEBSITE.
USE OF OUR WEBSITE
The Website is an SEO and Digital Marketing marketplace that allows its Users to share their software and services with other Users and connect with industry experts and others through real-time chats to ask questions about SEC, PPC, email marketing, affiliate marketing and more.
Access to our Website is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide without notice. We will not, and neither will any of our partners, be liable if for any reason our Website is unavailable at any time or for any period.We may make some parts of our Website available only to Users who have registered an account with us. You may be required to register an account with us and submit certain personal data to access certain parts of our Website.
You must be eighteen (18) years or over in order to use the Website and its services. Online Geniusesdoes not knowingly collect, either online or offline, personal information from persons under the age of 13.
REGISTRATION, ACCOUNT AND COMMUNICATION PREFERENCES
In order to access and use certain areas or features of the Website, you will need to have an account with us (the “Account”). By creating an Account, you agree to (i) provide accurate, current and complete account information about yourself as necessary, (ii) maintain and promptly update from time to time as necessary your Account information, (iii) maintain the security of your password and accept all risks of unauthorized access to your Account and the information you provide to us, and (iv) immediately notify us if you discover or otherwise suspect any security breaches related to your Account. In creating an Account, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or any other applicable jurisdiction. We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading.
- Communication Preferences
By creating an Account, you also consent to receive electronic communications from us (e.g., via email or by posting notices to the Website). These communications may include notices about your Account (e.g., password changes, updates and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.
- Account Information
You agree to provide current, complete and accurate purchase and account information for your Account. You agree to promptly update your Account and other information, including your email and address, so that we can complete your transactions and contact you as needed. We reserve the right to suspend the provision of the Website or any part thereof, if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading. You are responsible for all charges incurred under your Account, whether made by you or another person using your Account.
- Account Access and Security
If you use the Website, you are responsible for maintaining the confidentiality of your Account and password for restricting access to your computer or mobile device, and you agree to accept responsibility for all activities that occur under your Account or password. You may not assign or otherwise transfer your Account to any other person or entity. You acknowledge that we are not responsible for third party access to your account that results from theft or misappropriation of your account. We reserve the right to refuse or cancel service, terminate accounts, or remove or edit content from the Website if in our opinion, you have failed to comply with any of the provisions of these Terms.
To access certain features of our Website, you may be required to purchase access to additional services (the “Pro Services”). We will charge, and you authorize us to charge, the payment method you specify at the time of purchase. If you pay any amounts with a credit card, we may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has credit available for your intended purchase. Your card will be debited the full purchase amount on the date of your purchase. Please contact firstname.lastname@example.org any billing inquires.
We reserve the right to establish, remove, and/or revise prices, fees, and/or surcharges for any or all services, including the Pro Services, obtained through the use of the Website at any time. We may also, in our sole discretion, make promotional offers with different features and different rates to any or all of our customers. Unless made to you, these promotional offers will have no bearing on your obligation to pay the amounts charged.
Online Geniuses will offer refunds for any purchases made for the Pro Services for up to fifteen (15) days after the date of the purchase. Any cancellations made after such 15-day period will not be subject to a refund.
Under no circumstances shall Online Geniusesor its affiliates be held responsible for any overdraft charges incurred from your financial institution as a result of any purchases or renewals through or in connection withour services or the Pro Services. It is your sole responsibility to take any necessary actions to avoid overdraft fees or any other fees from your financial institution. Online Geniusesis not liable for any fees incurred due to billing errors.
ACCESS TO THE WEBSITE
We shall use commercially reasonable efforts to ensure the availability of the Website, except that we shall not be liable for: (a) scheduled downtime; or (b) any unavailability caused directly or indirectly by circumstances beyond our reasonable control, including without limitation, (i) a force majeure event; (ii) Internet service provider, webhosting, cloud computing platform, or public telecommunications network failures or delays, or denial of service attacks; (iii) a fault or failure of your computer systems or networks; or (iv) any breach by of these Terms by you.
Use of the Website is limited to the permitted uses expressly authorized by us. The Website shall not be used in any way that:
- Harasses, abuses, stalks, threatens, defames, or otherwise infringes or violates the rights of any other party (including but not limited to rights of publicity or other proprietary rights)
- is unlawful, fraudulent, or deceptive;
- uses technology or other means to access unauthorized content or non-public spaces;
- uses or launches any automated system or process, including without limitation, “bots,” “spiders,” or “crawlers,” to access unauthorized content or non-public spaces;
- attempts to introduce viruses or any other harmful computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- attempts to damage, disable, overburden, or impair our servers or networks;
- attempts to gain unauthorized access to anOnline Geniusescomputer network;
- attempts to gain unauthorized access to Online Geniuses’ user accounts;
- uses false or inaccurate Online Geniuses’user accounts;
- encourages conduct that would constitute a criminal offense, or that gives rise to civil liability;
- violates these Terms in any manner; or
- fails to comply with applicable third-party terms and conditions or other third-party policies.
- Users may not include brand names in their Slack user names.
INTELLECTUAL PROPERTY RIGHTS
You are granted a non-exclusive, non-transferable, revocable license to access and use the Website strictly in accordance with these Terms. As a condition of your use of the Website, you warrant to us that you will not use the Website for any purpose that is unlawful or prohibited by these Terms. You may not use the Website in any manner which could damage, disable, overburden, or impair the Website or interfere with any other party’s use and enjoyment of the Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website.
All content included as part of the Website, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Website, is the property of Online Geniusesor its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Website. Our content is not for resale. Your use of the Website does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Online Geniusesand the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Online Geniuses or our licensors except as expressly authorized by these Terms.
You can submit questions, comments, suggestions, ideas, original or creative materials or other information about Online Geniuses, or the Website or the services provided through the Website (collectively, “Feedback”). Feedback is non-confidential and shall become the sole property of Online Geniuses. We shall own exclusive rights, including, without limitation, all intellectual property rights, in and to such Feedback and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
LINKS TO THIRD PARTY WEBSITES/THIRD-PARTY SERVICES
The Website may contain links to other brands or services (“Linked Website“). The Linked Websites are not under the control of Online Geniusesand we are not responsible for the contents of any Linked Websites, including without limitation any link contained in a Linked Website, products or merchandise sold through the Website, or any changes or updates to a Linked Website. We are providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Online Geniusesof the services or any association with its operators. Certain services made available through the Website are delivered by third parties and organizations. By using any product, service or functionality originating from the Website, you hereby acknowledge and consent that we may share such information and data with any third party with whom we have a contractual relationship to provide the requested product, service or functionality on behalf of Online Geniusesand customers.
When purchasing the Pro Services, you may be able to list software and/or services offered by you and/or your company on our marketplace (the “Marketplace”). Online Geniuses reserves the right to modify and remove any listings and services listed by you through the Marketplace for any reason without any prior notice. Any listing that is removed by Online Geniuses shall be subject to a refund, as applicable.
THE SERVICES ARE MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT ONLINE GENIUSESMAY NOT MONITOR, CONTROL, OR VET USER CONTENT OR THIRD PARTY CONTENT. AS SUCH, YOUR USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK… ACCORDINGLY, ONLINE GENIUSES IS NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE.
ONLINE GENIUSES MAKES NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE SERVICE OR THAT OFFER GOODS OR SERVICES THROUGH THE SERVICE, OR THE SERVICE’S USERS. ACCORDINGLY, ONLINE GENIUSESARE NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE FROM ANY SUCH THIRD PARTY’S ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES OR ADVERTISERS LISTED OR FEATURED ON THE SERVICES. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SERVICE IS AT YOUR OWN DISCRETION AND RISK.
YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICE.
ONLINE GENIUSES’ LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.ONLINE GENIUSES WILL NOT BE LIABLE FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS OR REVENUE, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, (v) LOSS OF INFORMATION OR DATA; OR (vi) LIABILITY WITH RESPECT TO A CONSUMER ALERT POSTED ON ANY ONLINE GENIUSES BUSINESS PAGE FOR A BUSINES LISTED. THE WAIVERS AND LIMITATIONS SPECIFIED IN THIS SECTIONWILL SURVIVE AND APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
You may find, through the Services, candidate listings for employment or freelance work. We do not vet or verify any of the candidates listed or the accuracy of the information provided by such candidates.
Online Geniuses merely makes the Services available to enable Users to find and transact directly with each other. Online Geniuses does not introduce freelancers to Users, find freelance projects for users, or find freelancers for Users. Users are responsible for evaluating and determining the suitability of any project, users, and candidates on their own. If you decide to enter into agreement with another User, the Service Contract is directly between the Users and Online Geniuses is not a party to that Agreement.
You acknowledge, agree, and understand that Online Geniuses is not a party to the relationship or any dealings between you and another User. Without limitation, Users are solely responsible for: (a) ensuring the accuracy and legality of any User Content; (b) determining the suitability of other Users prior to entering into an agreement (such as any interviews, vetting, background checks, or similar actions); (c) negotiating, agreeing to, and executing any terms or conditions of any agreements; (d) performing services; or (e) paying for services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into an agreement with another User and for verifying any information about another User.We do not make any representations about or guarantee the truth or accuracy of any Users listings or other User Content listed on the Services; does not verify any feedback or information provided by Users about; and does not vet or other Users;or perform background checks on Users listed on the Talent Network. You acknowledge, agree, and understand that Online Geniuses does not, in any way, supervise, direct, control, or evaluate Users or Users work or their work and is not responsible for any project, services or work product. Online Geniuses makes no representations about and does not guarantee, and you agree not to hold Online Geniuses responsible for, the quality, safety, or legality of services provided by a listed User; the qualifications, background, or identities of Users; the ability of a User to deliver services; or the ability of User to pay for services provided; User Content and statements or posts made by Users.
ONLINE GENIUSES IS NOT A RECRUITMENT AGENCY, STAFFING AGENCY OR EMPLOYMENT AGENCY. YOU ACKNOWLEDGE THAT ANY RELIANCE ON MATERIAL POSTED BY OTHERUSERS WILL BE AT YOUR OWN RISK. ANY CONTRACTUAL AGREEMENT YOU ENTERINTO WITH A THIRD PARTY WILL NOT BE BIND ONLINE GENIUSES IN ANY WAY AND ONLINE GENIUSES SHALL NOT BE CONSIDERED A PARTY OR A THIRD-PARTY BENEFICIARY OF SUCH AGREEMENT.
You may generate content, written or otherwise, while using the Services (“User Content“). You acknowledge and agree that your User Content may be used, reproduced, displayed, modified, deleted, added to, adapted, and published by Online Geniuses. You thereby grant Online Geniuses and its successors a worldwide, irrevocable, transferrable, sub-licensable, fully-paid and royalty-free, and non-exclusive license to use, reproduce, display, modify, delete from, add to, adapt, publish, and prepare derivative works from your User Content. You further acknowledge and agrees that you and you alone, are responsible for the development your User Content. You grant all rights described in this paragraph in consideration of your use of the Services, without compensation of any sort to you. We do not claim ownership of User Content.
We will not access, view, display or listen to any User Content, except as set forth in the Terms and as reasonably necessary to perform the Services, including to monitor your conduct and misuse. Actions reasonably necessary to perform the Services may include (but are not limited to) (a) advertising, marketing or otherwise promoting the Services;(b) responding to support requests and facilitating communication among Users; (c) detecting, preventing, or otherwise addressing fraud, security, unlawful, or technical issues; and (d) enforcing these Terms. We reserve the right to review, remove, block, or modify any content on the Services, including User Content, without notice or further obligation to you.
The uploaded User Content must be original material that has been created by the User. By uploading content to the Services, you represent and warrant that: (i) you exclusively own all right, title, and interest in and to the uploaded User Content; (ii) the uploaded User Content does not infringe upon the Intellectual Property Rights of any third party; and (iii) there are no legal actions, investigations, claims, or proceedings pending or threatened relating to the uploaded User Content.
INTERACTIONS WITH OTHER USERS
We cannot and do not verify the identity of Users of the Website or the accuracy of any information that Users provide. You are solely responsible for determining the identity and suitability of the other Users with whom you interact when using the Website. We do not investigate or verify any user’s or member’s reputation, conduct, morality, criminal background, or any information Users may submit to the Website. You are solely responsible for your interactions with other Users of the Website. Please note that there are risks that may arise when dealing with strangers, including persons who may be acting under false pretenses. Please choose carefully the information you post and that you give to other Users of the Website. Information posted to the Website by other Users may be offensive, harmful or inaccurate, and in some cases, may be mislabeled or deceptively labeled. You assume all risks associated with dealing with other Users with whom you come in contact through the Website.
USE OF COMMUNICATION SERVICES
The Website may contain bulletin board services, chat, private chat, messaging, forums, and/or other message or communication facilities designed to enable you to communicate with other Users (collectively, “Communication Services“), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the Website. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:
- defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information;
- upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents;
- upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer;
- advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages;
- conduct or forward surveys, contests, pyramid schemes or chain letters;
- download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner;
- falsify or delete any 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,
- restrict or inhibit any other user from using and enjoying the Communication Services;
- harvest or otherwise collect information about others, including e-mail addresses, without their consent;
- violate any applicable laws or regulations.
- violate the terms and conditions of any third-party Communication Services.
We have no obligation to monitor the Communication Services. However, we reserve the right to review materials posted to a Communication Service and to remove any materials in our sole discretion. We reserve the right to access, monitor, review and read any Communication Services as reasonably necessary to perform the Services, including without limitation to enforce these Terms and to monitor your conduct and misuse. We reserve the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
LIMITATIONS OF LIABILITY
By using the Website, you agree that Online Geniusesand each of their respective parents, affiliates, subsidiaries, franchisees, representatives, consultants, contractors, legal counsel, advertising, public relations, promotional, fulfillment and marketing agencies, website providers, web masters, and their respective officers, directors, employees, representatives and agents (the “Released Parties“) will not be responsible for any incorrect or inaccurate information, whether caused by you or by any of the equipment or programming associated with or utilized to access the Website; technical failures of any kind, including, but not limited to malfunctions, interruptions, or disconnections in network hardware or software or technical or human error.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ONLINE GENIUSESOR ANY OF THE RELEASED PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR PROFITS) ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS OR USE OF THE WEBSITE OR THE USE OF ANY SERVICES PROVIDED BY ONLINE GENIUSESOR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE). TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF ONLINE GENIUSESARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE WEBSITE EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES PROVIDED BY ONLINE GENIUSES, IF ANY.
You agree to indemnify, defend and hold harmless ONLINE GENIUSES, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney’s fees AND COSTS) relating to or arising out of your use of or inability to use the WEBSITE, your violation of these Terms or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses.
HARM FROM COMMERCIAL USE
You agree that the consequences of commercial use or re-publication of content or information from the Website may be so serious and incalculable, that monetary compensation may not be a sufficient or appropriate remedy and that we will be entitled to temporary and permanent injunctive relief to prohibit such use.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY ONLINE GENIUSES, THE WEBSITE AND THE INFORMATION CONTAINED ON THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ONLINE GENIUSES DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE WEBSITE AND INFORMATION CONTAINED THEREIN. ONLINE GENIUSES MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier, vendor or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by us. Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers, so some or all of the disclaimers in this section may not apply to you.
RELIANCE ON INFORMATION POSTED
Commentary and other materials posted on the Website are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor of the Website, or by anyone who may be informed of any of its contents.
TERMINATION OR MODIFICATION OF SERVICE
We reserve the right to refuse registration, to suspend, block, prevent access to, cancel, or otherwise terminate your right to use the Website at any time, with or without cause, in our sole discretion, without prior notice to you and without offering any reimbursement or refunds of fees paid to Online Geniuses. We may refuse to accept or may cancel any registration, whether or not the registration has been confirmed, for any or no reason, and without liability to you or anyone else. We also reserve the right to limit or prohibit all activity, including Accounts that, in our sole judgment, appear to be malicious or unlawful. All provisions of these Terms, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to product or service descriptions, pricing, promotions, offers, charges and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel transactions if any information in the Website is inaccurate at any time without prior notice. We undertake no obligation to update, amend or clarify information on the Website, except as required by law. No specified update or refresh date applied in the Website, should be taken to indicate that all information in the Website has been modified or updated.
ONLINE GENIUSES DOES NOT REPRESENT, WARRANT OR OTHERWISE ENDORSE THAT THE WEBSITE OR ANY CONTENT OR INFORMATION THAT IS AVAILABLE, ADVERTISED OR SOLD THROUGH THE WEBSITE ARE ACCURATE, COMPLETE, AVAILABLE, CURRENT, OR THAT THE RESULTS OF USING THE WEBSITE WILL MEET YOUR REQUIREMENTS. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS IN THE WEBSITE.
Using the Website or sending emails to us constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Website, satisfy any legal requirement that such communications be in writing.
By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against ONLINE GENIUSESon an individual basis in arbitration, as set forth in this Arbitration SECTION. This will preclude you from bringing any class, collective, or representative action against ONLINE GENIUSES, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against ONLINE GENIUSESby someone else.
You and Online Geniusesagree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Website at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and Online Geniuses, and not in a court of law.
The arbitration shall be administered by the American Arbitration Association (“AAA“) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules“) then in effect, except as modified by this Arbitration Agreement. The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall pre-empt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of New York.
The Arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees. The parties agree to arbitrate all disputes and claims in regards to these Terms or any disputes arising as a result of these Terms, whether directly or indirectly, including tort claims that are a result of these Terms. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. YOU UNDERSTAND AND AGREE THAT YOU ARE GIVING UP THE RIGHT TO GO TO COURT AND HAVE A DISPUTE HEARD BY A JUDGE OR JURY. This Arbitration Agreement shall survive the termination of these Terms.
CLASS ACTION WAIVER
Any arbitration or action under these Terms will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, the arbitrator or judge may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
JURISDICTION AND APPLICABLE LAW
If for any reason, a dispute proceeds in court, you irrevocably consent to the exclusive jurisdiction of the state and/or federal courts in the State of New York for purposes of any legal action arising out of or related to the use of the Website or these Terms. To the maximum extent permitted by law, this agreement is governed by the laws of the State of New York, United States of America, without regard to New York conflict of laws rules. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.
Unless otherwise specified herein, this agreement constitutes the entire agreement between you and us with respect to the Website and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us.
CHANGES TO TERMS
We reserve the right, in our sole discretion, to change the Terms under which the Websiteis offered. The most current version of the Terms will supersede all previous versions. We encourage you to periodically review the Terms to stay informed of our updates. We may alter or amend our Terms by giving you reasonable notice. By continuing to use the Website after expiry of the notice period, or accepting the amended Terms (as we may decide at our sole discretion), you will be deemed to have accepted any amendment to these Terms.
Relationship Between the Parties
The Parties are independent contractors and nothing in these Terms shall be construed as making either party the partner, joint venturer, agent, legal representative, employer, contractor, or employee of the other. Each Party has sole responsibility for its activities and its personnel, and shall have no authority and shall not represent to any third party that it has the authority to bind or otherwise obligate the other Party in any manner.
If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
We shall be excused from performance under these Terms, to the extent we are prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from: (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders, or rebellion; (c) quarantines or embargoes; (d) labor strikes; (e) error or disruption to major computer hardware or networks or software failures; or (g) other causes beyond the reasonable control of Online Geniuses.
These Terms constitute the entire agreement between you and us relating to your access to and use of the Website. The Website is controlled and operated from within the United States. Without limiting anything else, we make no representation that the Website, information or other materials available on, in, or through the Website are appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access our Website from other locations do so on their own volition and are responsible for compliance with applicable laws. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent. The waiver or failure of Online Geniusesto exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under these Terms. Headings used in these Terms are for reference only and shall not affect the interpretation of these Terms. No person or entity not party to this agreement will be deemed to be a third-party beneficiary of these Terms or any provision hereof. When used herein, the words “includes” and “including” and their syntactical variations shall be deemed followed by the words “without limitation.”
We welcome your questions or comments regarding these Terms:
ONLINE GENIUSES, LLC
253 West 34th Street
New York, NY 10001