TERMS OF SERVICE
1. Acceptance of Terms of Service.
You may not use the Site or Services, or accept this Agreement, if you (a) are not of legal age to form a binding contract, or (b) you are a person barred from accessing the Site or Services under the laws of the United States or other countries, including the country in which you reside or from which you access the Site or the Services.
You agree to be bound by any subscription or other agreement, posted guidelines, rules, or terms of service that may apply to any particular services on the Sites that you use (“Additional Terms”), all of which are incorporated herein by reference. If there is any conflict between the terms contained within the body of this Agreement and the Additional Terms, the Additional Terms shall take precedence solely in relation to the applicable Service. We use the Google Places API(s) for location searches and as a result also use the Google Maps/Google Earth API(s). Use of this feature is also subject to the Google Terms of Service, which can be found athttps://www.google.com/intl/en/policies/terms/, and which terms are incorporated into this Agreement by this reference.
Borderless may change the terms of this Agreement from time to time at its sole discretion. When these changes are made, Borderless will make a new copy of the Agreement available at the Sites and will indicate the new effective date. Any new Additional Terms will be made available to you from within, or through, the affected service on the applicable Site. We will also attempt to give you notice by sending an email notice to you using the contact information provided by you and/or by posting a notice on the Site. You agree to keep your contact information up-to-date and that our sending of an email to you at the address you have provided constitutes effective notice to you. Borderless may, in its sole discretion, require you to provide consent to the updated Agreement before further use of the Site or the Services is permitted. Otherwise, your continued use of the Site or any affected service within the Services constitutes your acceptance of the changes.
Your access and use of the Sites and the Services will be subject to the most current version of the Agreement posted on the Site, or within or through the affected service on the Site, at the time of such use. Please regularly check the Site to view the then-current terms of the Agreement.
2. Registration Information.
When you register on the Site, you may be required to provide Borderless with the following information: a user name (which may be pseudonymous), first name, last name, an email address, and a password. In addition, you may choose to provide Borderless with additional information, including but not limited to your zip code and other information to be determined by you.
You are responsible for maintaining the confidentiality of your information and password. You shall be responsible for all uses of your registration information and all activity occurring under your account, whether or not authorized by you. You agree to immediately notify Borderless of any unauthorized use of your registration or password.
3. Term and Termination.
The terms of this Agreement will continue to apply until terminated by either you or Borderless as set forth below.
3.2 Termination by You.
If you want to terminate your agreement with Borderless, you may do so by (a) notifying Borderless at any time and (b) closing your accounts for all of the services or Materials that you use within the Site and the Services, where Borderless has made this option available to you. Your notice should be sent, in writing, to Borderless’s email or physical address set forth below.
3.3 Termination by Borderless.
Borderless reserves the right, at its sole discretion, to immediately, without notice, suspend or terminate, upon any breach by you of this Agreement or otherwise, your registration(s) with or ability to access the Sites, the Services, and/or any other service, specific content, digital products, products, courses or events, provided to you by Borderless.
3.4 Effect of Termination.
Upon expiration or termination of this Agreement, you shall promptly discontinue use of the Sites and Services. All obligations that have accrued prior to termination shall continue to apply and all provisions that should reasonably be interpreted to survive termination shall survive, including without limitation Sections 1, 3, 8, 9, 12 and 16.
4. Community Guidelines.
4.1 Community Guidelines.
“Content” of a User of the Site means any and all information and content that such User uses with the Services or uploads to the Site, or that is used or uploaded through such User’s account, including but not limited to any photographs, videos, graphic designs, and other written content that is posted on a User’s account. You agree not to use the Sites or Services to collect, upload, transmit, display, or distribute any Content (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (c) in violation of any law, regulation, or obligations or restrictions imposed by any third party.
4.2 Other Prohibited Uses.
In addition, you agree not to use the Sites or Services to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other Users, including email addresses, without their consent; (d) interfere with or disrupt servers or networks connected to the Sites or Services or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Sites or Services, other computer systems or networks connected to or used together with the Sites or Services, through password mining or other means; or (f) harass or interfere with another user’s use and enjoyment of the Sites or Services.
4.3 Your Responsibility.
You alone are responsible for any Content you contribute to the Sites, and any consequences of such Content. Borderless reserves the right to terminate your registration or ability to access the Sites or the Services if it becomes aware and determines, in its sole discretion, that you are violating any of the provisions of this Agreement.
4.4 Unacceptable Content.
If you are concerned about any Content on the Sites, we urge you to contact us whenever you see Content that violates the provisions of this Section.
4.5 Enforcement by Us.
We have the right (but not the obligation) to review any Content that is used with the Sites or Services and delete (or modify) any Content that in our sole judgment violates this Agreement, is used in a way that in our sole judgment would violate this Agreement, or may otherwise violate the rights, harm, or threaten the safety of any User or any other person, or create liability for us or any User. We reserve the right (but have no obligation under this Agreement) to investigate and/or take appropriate action, including legal action, in our sole discretion against you if you violate this provision or any other provision of this Agreement, including removing your Content from the Sites or Services (or modifying it), suspension or termination in accordance with Section 3.3, and/or reporting you to law enforcement authorities. In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including your account, IP address and traffic information, usage history, and your Content.
5. Rights and Usage.
5.1 Ownership of Content.
When you as a User post or publish Content on the Sites, you represent that you either own or have a royalty-free, perpetual, irrevocable, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, communicate to the public, perform and display the Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in such Content.
5.2 License to Content.
You hereby grant Borderless a royalty-free, perpetual, irrevocable, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, communicate to the public, perform and display any Content you post or publish to the Site (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in such Content. You also warrant that the holder of any worldwide intellectual property right, including moral rights in such Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.
Notwithstanding anything contained herein to the contrary, by submitting Content to any forums, comments or any other area on the Site, you hereby expressly permit Borderless to identify you by your name or username (which may be a pseudonym) as the contributor of such Content in any publication in any form, media or technology now known or later developed in connection with the Content.
5.4 Unauthorized Access or Use of the Site.
You agree that any unauthorized access, distribution, reproduction, copying, retransmission, publication, sale, exploitation (commercial or otherwise), or any other form of transfer of any portion of the Site, including but not limited to all Content, services, digital products, courses, events, tools or products is hereby expressly prohibited.
You hereby assign to Borderless all rights, title and interest in any feedback or suggestions that you provide to Borderless regarding the use, operation and functionality of the Sites, the Services or any online course materials (“Feedback”) and agree that we have the right to use such Feedback and related information in any manner that we deem appropriate.
5.6 Use of Software.
Except as expressly specified in this Agreement, you may not: (a) copy or modify any software made available to you by Borderless (“Borderless Software”); (b) transfer, sublicense, lease, lend, rent or otherwise distribute Borderless Software to any third party; or (c) use the Borderless Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the Agreement. You acknowledge and agree that portions of the Borderless Software, including, without limitation, the source code and the specific design and structure of individual modules or programs, may constitute or contain trade secrets of Borderless and its licensors. Accordingly, you agree not to disassemble, decompile or otherwise reverse engineer any components of the Borderless Software provided in object code or any other Borderless products or services, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.
Furthermore, with respect to any App accessed through or downloaded from an App Store such as the Apple App Store or the Google Play Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application: (i) on a product that runs the operating system for which it was intended and (ii) as permitted by the “Usage Rules” set forth in the corresponding App Store. Use of the App from a third party App Store is also subject to the following provisions:
When you download our App, you may do so through a third party’s App Store. You acknowledge that the terms of this Agreement are between you and us and not with the owner or operator of the App Store (“App Store Owner”). As between the App Store Owner and us, we, and not the App Store Owner, are solely responsible for the Services, including the App, the content, maintenance, support services, and warranty, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store Owner in connection with the Services, including the App. The following applies to any App Store Sourced Application:
(a) Your use of the App Store Sourced Application must comply with the App Store’s “Terms of Service” or equivalent terms.
(b) You acknowledge that the App Store Owner has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
(c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify the App Store Owner, and the App Store Owner will refund the purchase price for the App Store Sourced Application to you (if any) and to the maximum extent permitted by applicable law, the App Store Owner will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Borderless and the App Store Owner, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Borderless.
(d) You and we acknowledge that, as between Borderless and the App Store Owner, the App Store Owner is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(e) You and we acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Borderless and the App Store Owner, Borderless, not the App Store Owner, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Agreement.
(f) You and we acknowledge and agree that the App Store Owner, and the App Store Owner’s subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of these Agreement, the App Store Owner will have the right (and will be deemed to have accepted the right) to enforce the terms of this Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
(g) You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
(h) Without limiting any other terms in this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
6. Third Party Services.
You may order services or merchandise through the Site from other persons not affiliated with Borderless (“Seller”). All matters concerning the merchandise and services desired from Seller, including but not limited to purchase terms, payment terms, warranties, guarantees, maintenance and delivery, are solely between you and Seller. Borderless makes no warranties or representations whatsoever with regard to any goods or services provided by Sellers. You will not consider Borderless, nor will Borderless be construed as a party to such transactions, whether or not Borderless may have received some form of revenue or other remuneration in connection with the transaction or be liable for any costs or damages arising out of, either directly or indirectly, you or any other person involved or related to the transaction.
6.2 Third-Party Websites.
The Sites or Services might contain links to third-party websites (“Third-Party Websites”). Such Third-Party Websites are not under the control of Borderless. Borderless is not responsible for any Third-Party Websites. Borderless provides these Third-Party Websites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or their products or services. You use all links in Third-Party Websites at your own risk. When you leave the Sites, our terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
6.3 Other Users.
Each User is solely responsible for any and all of such User’s Content. Because we do not control Content, you acknowledge and agree that we are not responsible for any Content, and we make no guarantees regarding the accuracy, currency, suitability, or quality of any Content. Your interactions with other Users of the Sites are solely between you and such User. You agree that Borderless will not be responsible for any loss, damage or injury incurred as the result of any such interactions. If there is a dispute between you and any User, we are under no obligation to become involved.
6.4 Market Blog.
The Sites or Services may contain information regarding leads on job opportunities (“Leads”). The Leads are not under the control of Borderless. Borderless is not responsible for any Leads. Borderless provides these Leads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Leads. Without limiting the foregoing, Borderless does not guarantee that any of the Leads will result in a job (paid or unpaid). You use all Leads at your own risk. Your interactions with the third party providing the Lead are solely between you and such third party. You, and not Borderless are solely responsible for obtaining a job (paid or unpaid) with the third party providing the Lead. You agree that Borderless will not be responsible for any loss, damage or injury incurred as the result of any such interactions. If there is a dispute between you and such third party, we are under no obligation to become involved.
7. Notification of Any Possible Copyright Infringement.
It is Borderless’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Borderless by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Sites or the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the location on the Site or Services of the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) a written 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; (vi) 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. Contact information for Borderless’s Copyright Agent for notice of claims of copyright infringement is as follows: Attn: Copyright Agent, P.O. Box 7775 #40021, San Francisco, CA 94120. Promptly after receipt of a valid removal notification, we will remove or disable access to the allegedly infringing content. We will also notify the party that posted it of your claim that the material is infringing and will give that party an opportunity to send us a written counter-notification, which may result in us re-posting the content if we believe that it is not infringing.
8. Disclaimer of Warranties.
YOU EXPRESSLY AGREE THAT USE OF THE SITES, INCLUDING BUT NOT LIMITED TO ALL CONTENT AND OTHER MATERIALS MADE AVAILABLE THROUGH THE SITES OR THE SERVICES, IS AT YOUR SOLE RISK. THE SITES AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Borderless EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Borderless MAKES NO WARRANTY THAT THE SITES OR THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SITES OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES Borderless MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITES OR THE Borderless SERVICES.
YOU UNDERSTAND AND AGREE THAT ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITES OR THE Borderless SERVICES IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR DEVICE OR FOR ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
YOU UNDERSTAND AND AGREE THAT Borderless DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS FOR A PARTICULAR PURPOSE OF ANY INFORMATION PROVIDED IN CONNECTION WITH THE SITES OR THE SERVICES. Borderless IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS OR FOR THE RESULTS OBTAINED FROM THE USE OF SUCH INFORMATION. THE INFORMATION IS PROVIDED WITH THE UNDERSTANDING THAT NEITHER Borderless NOR ITS USERS, WHILE SUCH USERS ARE PARTICIPATING ON THE SITES, ARE ENGAGED IN RENDERING LEGAL, MEDICAL, COUNSELING OR OTHER PROFESSIONAL SERVICES OR ADVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Borderless OR THROUGH THE SITES, OR FROM ANY Borderless EMPLOYEES OR CONSULTANTS SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. Borderless SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS CONTAINED, SUGGESTED OR REFERENCED ON THE SITES OR THE SERVICES.
Borderless MAKES NO WARRANTY REGARDING ANY MATERIALS PURCHASED OR OBTAINED THROUGH THE SITES OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SITES. Borderless IS NOT RESPONSIBLE FOR ANY CONTENT ON THE INTERNET OR WORLD WIDE WEB PAGES THAT IS CONTAINED OUTSIDE THE SITES. WE MAKE NO REPRESENTATIONS AS TO THE QUALITY, SUITABILITY, FUNCTIONALITY OR LEGALITY OF ANY SITES TO WHICH Borderless MAY PROVIDE LINKS, AND YOU HEREBY WAIVE ANY CLAIM YOU MIGHT HAVE AGAINST Borderless WITH RESPECT TO SUCH SITES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
9. Limitation of Liability.
Borderless NETWORK SHALL NOT BE LIABLE TO YOU FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE SITES OR THE SERVICES, (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, SERVICES, DIGITAL PRODUCTS, EVENTS, COURSES AND/OR CONTENT PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SITES, OR (C) DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, USE, DATA OR OTHER INTANGIBLES, EVEN IF Borderless HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. NOTWITHSTANDING ANY OTHER PROVISION IN THE AGREEMENT, YOU AGREE THAT THE CUMULATIVE LIABILITY OF Borderless TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, YOUR USE OF THE SITES OR YOUR USE OF ANY SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID TO Borderless (IF ANY) BY YOU DURING THE SIX-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, OR (B) $500. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN YOU AND Borderless AND THAT ABSENT SUCH DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY, THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOUR ACCESS TO THE SITES AND SERVICES WOULD BE SUBSTANTIALLY DIFFERENT.
10. Content Storage and Security.
Borderless assumes no responsibility for the deletion of or failure to store User-created Content. We use a variety of industry-standard security technologies and procedures to help protect your Content from unauthorized access, use, or disclosure. Despite these measures, you should know that Borderless cannot fully eliminate security risks associated with your Content and mistakes may happen.
11. Newsletters That Include Promotional Messages.
At your request, Borderless may send email messages to you containing labeled advertisements, promotions, etc. Borderless makes no representation or warranty with respect to the content of any such email messages or any goods or services which may be obtained from such third parties, and you agree that neither Borderless nor such third party shall have any liability with respect thereto.
You agree to indemnify and hold each of Borderless, its parents, subsidiaries, affiliates, officers, directors, employees, sponsors, successors and assigns harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your Content, (ii) your violation of this Agreement, or (iii) the infringement by you, or any other user of your account, of any intellectual property or other right of any person or entity. Borderless reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of Borderless. Borderless will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
If Borderless becomes aware of any possible violations by you of this Agreement, Borderless reserves the right to investigate such violations. If, as a result of the investigation, Borderless believes that criminal activity has occurred, Borderless reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Borderless is entitled, except to the extent prohibited by applicable law, to disclose any information or Materials on the Sites, including your Content, in Borderless’s possession in connection with your use of the Sites or the Services to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the terms of this Agreement; (iii) respond to any claims that your Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of Borderless, its Users or the public, and law enforcement or other government officials, as Borderless in its sole discretion believes to be necessary or appropriate.
In the event that Borderless determines, in its sole discretion, that you have breached any portion of this Agreement, or have otherwise demonstrated conduct inappropriate for the Sites or the Services, Borderless reserves the right to:
(a) Warn you via email (to any email address you have provided to Borderless) that you have violated this Agreement;
(b) Delete any or all Content provided by you or your agent(s) to the Sites;
(c) Discontinue your registration(s) with the Sites and/or any other Borderless community;
(d) Discontinue your subscription to the Sites and any Services;
(e) Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
(f) Pursue any other action which Borderless deems to be appropriate.
13.3 No Subsequent Registration.
If your registration(s) with or ability to access the Sites, the Services, any other Borderless community and/or any other Material or services provided to you by Borderless is discontinued by Borderless due to your violation of any portion of this Agreement or for conduct otherwise inappropriate for the Borderless community, then you agree that you shall not attempt to re-register with or access the Sites, the Services, any other Borderless community and/or any other Materials or services provided by Borderless, through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees (if any) related to those Materials or services to which your access has been terminated. In the event that you violate the immediately preceding sentence, Borderless reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
14. International Users.
14.1 Use Outside U.S.
The Sites can be accessed from countries around the world and may contain references to services and Materials that are not available in your country. These references do not imply that Borderless intends to announce such services or Materials in your country.
14.2 Compliance With Laws.
The Sites are controlled, operated and administered by Borderless from its offices in the United States of America. Borderless makes no representation that the Sites, the Services or the Materials are appropriate or available for use at other locations outside the United States, and access to the Sites, the Services or the Materials from jurisdictions where the Sites, the Services or the Materials are illegal is prohibited. If you access the Sites, the Services or the Materials from a location outside the United States, you are responsible for compliance with all local laws.
15. Changes in Service.
Borderless reserves the right to terminate free access to the Sites, including any or all Services or Materials, with or without notice to you. Borderless reserves the right (at Borderless’s discretion) to provide you with notice of such change by prominently posting a notice on the Sites and/or sending written notice to you at any email and/or post office address you have provided to Borderless. Once free access is terminated, Borderless may charge each subscriber any applicable fee, surcharge and/or membership fee for access to the Sites and/or any for-pay Services or Materials.
You hereby release Borderless, Borderless’s officers, employees, agents and successors from any and all claims, demands, losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of other Site Users or Third-Party Websites or Leads. You hereby waive any and all rights under California Civil Code Section 1542, and/or any similar provision of the law of any other state, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
16.2 Dispute Resolution.
(a) You and Borderless agree to resolve any disputes between us in accordance with this Section 16.2. If you believe that Borderless has not adhered to this Agreement, please contact Borderless by emailing us. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation and we will attempt to resolve any disputes with you amicably.
(b) EXCEPT AS PROVIDED HEREIN, YOU AND Borderless AGREE THAT WE WILL RESOLVE ANY DISPUTES BETWEEN US THROUGH BINDING AND FINAL ARBITRATION instead of through court proceedings. All controversies, claims, counterclaims, or other disputes arising between you and Borderless relating to the Sites, the Services or this Agreement (each a “Claim”) shall be submitted for binding arbitration in accordance with the rules of the American Arbitration Association (“AAA”). If AAA is not available to arbitrate, the parties shall agree to select an available alternative dispute resolution provider (“ADR Provider”) and the rules of such provider shall govern all aspects of the arbitration. The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction.
(c) For any claim where the total amount of the award sought is $10,000 or less, the AAA (or ADR Provider, if applicable), you and Borderless must abide by the following rules: (a) the arbitration will be conducted solely based on written submissions; and (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA (or ADR Provider, if applicable) rules. You and we will attempt to agree on a mutually convenient location for the hearing. If the parties cannot agree on a location for the hearing within thirty (30) days of their initial discussion, we agree that the hearing will be held in a location within one hundred (100) miles of your residence.
(d) If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Borderless will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
(e) This arbitration agreement does not preclude you from seeking action by federal, state, or local government agencies. You and Borderless also have the right to bring qualifying claims in small claims court. In addition, you and Borderless retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with this Agreement, nor a waiver of the right to have disputes submitted to arbitration as provided in this Agreement.
(f) Neither you nor Borderless may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your and/or Borderless’s individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.
(g) If any provision of this Section 16.3 is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section 16.3 shall continue in full force and effect. No waiver of any provision of this Section 16.3 will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of this Agreement. This Section 16.3 will survive the termination of this Agreement or your relationship with Borderless. Notwithstanding any provision in this Agreement to the contrary, we agree that if Borderless makes any future material change to this Section 16.3, it will not apply to any individual claim(s) that you had already provided notice of to Borderless.
THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION OR TO HAVE A TRIAL BY JURY, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM AND THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES OR THE RULES OF AN ADR PROVIDER.
16.3 Governing Law.
This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
16.4 Choice of Language.
It is the express wish of the parties that this Agreement, any Additional Terms and all related documents have been drawn up in English.
If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
16.7 No Assignment.
This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Borderless’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. This Agreement may be assigned by Borderless without restriction.
16.8 No Agency.
Neither party is an agent or partner of the other. You will not have, and will not represent to any third party that you have, any authority to act on behalf of Borderless.
You agree not to export, directly or indirectly, any U.S. technical data acquired from Borderless or any products utilizing such data, to countries outside the United States, in violation of the United States’ export laws or regulations.
16.10 Entire Agreement.
This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters.
16.11 Copyright/Trademark Information.
Copyright (c) 2015, Borderless. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Sites and the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of the third party that owns the Marks.
16.12 Notice to California Users.
This notice is for Users of the Services residing in the State of California. Please be advised that the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be reached by mail at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (800) 952-5210.