PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR WEBSITE (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE WEBSITE IN ANY MANNER.
Effective date: June 1, 2016
If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
Your Use of the Website
You will only use the Website and access the Content for your own internal, personal use, and not on behalf of or for the benefit of any third party without the prior written consent of Underscore. As a condition of use, you agree not to use the Website or any Content for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended by Underscore. You agree to abide by all applicable local, state, national and international laws and regulations. A violation of any of the foregoing is grounds for termination of your right to use or access the Website and any Content.
The Content is protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Website, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Underscore’s) rights.
You understand that Underscore owns the Website and all Content. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this section), create derivative works based on, or otherwise exploit the Website.
The Content on the Website is provided for informational purposes only and is not an offer to sell to any person, or a solicitation from any person of an offer to buy, any securities. You acknowledge that this Website does not contain advice of any kind, including any investment, accounting, tax or legal advice. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Website.
Anything you provide through the Website is your “User Submission.” For all User Submissions, you hereby grant Underscore a license to translate, modify, reproduce, display, distribute and otherwise act with respect to such User Submissions, in each case for the sole purpose for which it was submitted.
You are responsible for all content you contribute, in any manner, to us through the Website, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You are responsible for all your activity in connection with the Website and Content.
Third Party Websites
Underscore has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Website. By using the Website, you release and hold us harmless from any and all liability arising from your use of any third party website or service.
Termination of Access
Underscore reserves the right to terminate your access to the Website at any time in its sole discretion.
THE WEBSITE AND CONTENT ARE PROVIDED BY UNDERSCORE (AND ITS LICENSORS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL UNDERSCORE (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF $20 OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
To the fullest extent allowed by applicable law, you agree to indemnify and hold Underscore, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Website and Content, and (b) your violation of these Terms.
You may not assign, delegate or transfer these Terms or your rights or obligations hereunder in any way (by operation of law or otherwise) without Underscore’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law; Arbitration
These Terms are governed by and will be construed under the laws of the Commonwealth of Massachusetts, without regard to the conflicts of laws provisions thereof. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, the Commonwealth of Massachusetts.
The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Underscore agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Underscore and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. If you have any questions, comments, or concerns regarding these Terms or the Website, please contact us at firstname.lastname@example.org.