This Agreement provides You with a limited, non-exclusive, non-transferable, and non-sublicensable license to use the Website solely for Your personal use.
The foregoing license is limited. You therefore may not (i) use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit the Website (or any part thereof) in any manner not expressly permitted by this Agreement, (ii) reverse engineer, decompile, disassemble, translate, or create any derivative work of the Website (or any part thereof); (iii) access, link to, or use any source code from the Website (or any part thereof); or (iv) erase or remove any proprietary or intellectual property notice contained in or on the Website (or any part thereof).
By accessing the Website, You also agree to be responsible for and to abide by all applicable local, state, national, and international laws, regulations, rules, and guidelines with respect to Your use of the Website. In addition, You agree to assume all responsibility for Your use, and the results of Your use.
The contents of the Website, including all software, design, text, graphics, images, photographs, illustrations, audio and video material, artwork, databases, user interfaces, visual interfaces, sounds, artwork, presentations in any format, computer code (including html code), products, information, and documentation, as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of the Website (collectively, “Material”) unless otherwise indicated, are owned, controlled, and licensed by us. We do not grant, transfer, or assign any ownership or intellectual property interest or title in or to the Website (or any part thereof) to You or anyone else.
REPRESENTATIONS AND WARRANTIES
You represent and warrant that (i) You are at least the legal age of majority, (ii) You are authorized to enter into this Agreement, (iii) You will not use the Website or the Materials for any purpose or in any manner that violates any law or regulation or that infringes on our IP rights.
THE WEBSITE AND MATERIALS ARE PROVIDED “AS-IS.” WE DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE WEBSITE OR MATERIALS IN TERMS OF AVAILABILITY, ACCURACY, RELIABILITY, CURRENTNESS, COMPLETENESS, FUNCTIONALITY, INTENDED PURPOSE, OR OTHERWISE. W DO NOT REPRESENT OR WARRANT THAT THE WEBSITE OR MATERIALS WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEBSITE IS WITH YOU. WE HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR BASED ON COURSE OF DEALING OR USAGE OF TRADE.
LIMITATION OF LIABILITY.
YOU AGREE THAT IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, FOR LOST DATA, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE WEBSITE, OR FOR ANY INFORMATION OR MATERIALS AVAILABLE THROUGH THE WEBSITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF WE HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. WITHOUT LIMITATION OF THE FOREGOING, OUR TOTAL LIABILITY FOR ANY REASON WHATSOEVER RELATED TO THE WEBSITE SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00 USD), AS LIQUIDATED DAMAGES AND NOT AS A PENALTY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIABILITY, IF ANY, SHALL BE COMPLETE AND EXCLUSIVE.
You agree to release, discharge, defend, indemnify and hold us harmless and its officers, directors, employees, agents, affiliates, third party information providers, licensors, contractors and others involved in the delivery of products, services or information through the Website (collectively, “Indemnified Parties.
This Agreement has been made in and will be construed and enforced solely in accordance with the laws of the State of California, U.S.A., as applied to agreements entered into and completely performed in the State of California (without regard to conflict of law principles). The state or local courts in the State of California will have exclusive jurisdiction and venue over all controversies in connection with this Agreement, and You hereby consent to such exclusive and personal jurisdiction and venue. Any claim You might have against Phonexa must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred. In addition, You agree to waive any right to a jury trial in connection with or related to this Agreement and that each party has the right to seek attorneys’ fees in any proceeding.
ANY CLAIM OR DISPUTE RELATING IN ANY WAY TO YOUR USE OF THE SITE OR THIS AGREEMENT SHALL BE SUBMITTED TO CONFIDENTIAL ARBITRATION. Any participatory arbitration hearing shall take place in Los Angeles, California.
NO CLASS ACTIONS
TO THE EXTENT ALLOWED BY LAW, YOU WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CONSOLIDATED OR CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSION OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION, OR OTHER PROCEEDING. YOU UNDERSTAND THAT BY AGREEING TO THIS CLASS ACTION WAIVER, YOU MAY ONLY BRING CLAIMS AGAINST COMPANY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
We also reserve the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraud, illegal activity, or actions or omissions that violate any term or condition of this Agreement, to terminate this Agreement with You (including any registered account) in order to protect its name, business, or goodwill and/or any other user. You acknowledge and agree that we shall have the sole right to determine in its reasonable discretion whether You are engaging in any unauthorized activity and/or violating any term or conditions of this Agreement. You may also terminate at any time by ceasing to use the Website. Any licenses from Phonexa and any right to use the Website shall immediately cease upon termination of this Agreement.