The following terms and conditions of service (the “Terms of Service”) govern Your use of ixn.tech, any subdomains of ixn.tech, and any other domains operated by Insurance Experts Network, Inc. (collectively and individually, the “Site”) and any services or products made available to You by Insurance Experts Network, Inc. (hereinafter, “IXN “We”, “Us” or “Our”) on or through the Site (the “Services”). For purposes of the Terms of Service, “You” means the person using the Site or the Services or, if You are using the Site or Services on behalf of Your company (or another entity), then “You” means Your company (or such other entity) and its officers, members, agents, successors and assigns.
Effective Date: March 6, 2015
PLEASE READ THE TERMS OF SERVICE CAREFULLY BEFORE USING THE SITE OR THE SERVICES. YOUR USE OF THE SITE OR THE SERVICES CONFIRMS YOUR UNCONDITIONAL ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE, DO NOT USE THE SITE OR THE SERVICES. IF YOU ORDER ANY SERVICE PROVIDED BY IXN THROUGH THE SITE, THEN ACCEPTANCE BY IXN IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO THE TERMS OF SERVICE.
IXN is always looking for ways to improve the Site and the Services and, as a result, may amend the Terms of Service at any time by posting an amended Terms of Service on the Site. Any amended Terms of Service shall automatically be effective on the date that it is initially posted on the Site. By using the Site or the Services, You agree to be bound by the current form of the Terms of Service. It is Your responsibility to return to the Terms of Service from time to time to review the most current Terms of Service. IXN does not and will not assume any obligation to notify You of changes to the Terms of Service. The current Terms of Service will supersede any prior communications or agreement with respect to the Site or the Services, unless such agreement expressly states that it is not superseded by the Terms of Service.
Users of the Site, who simply browse the Site (“Guests”), may be able to view information about our Services, request information, submit comments and inquire about opportunities for employment or other business transactions (collectively, “Guest Services”). Other users of the Site, who register an Account (as defined below) with Us (“Members”), may be able to engage in these same activities, as well as other Services, including accessing and using our customer relationship management system, requesting training and technical support for this system and participating in blogs and forums that we provide for Members (the “Member Services”). Guests and Members may be collectively referred to herein as “Users”.
To become a Member and receive Member Services You must create an account on the Site (an “Account”) by submitting certain requested information, which may include your individual and/or company name, social security number, date of birth, email address, physical address, credit card and other payment information and information relating to Your insurance license. Members will receive a private password that can be used to gain access to the Account. Members may distribute their Account password to employees and others whom the Member has authorized to transact business on the Site on behalf of the Member, but Members and those that they authorize to use their accounts must keep passwords secure because Members are solely responsible for the activity that occurs on their Accounts.
The following additional terms and conditions apply to the creation, maintenance and use of Accounts:
Users, who create or administer an Account on the Site for another person or entity, agree to abide by all of the terms and conditions provided above and represent that they are properly authorized to represent the person or entity for which the User created or administered an Account.
IXN reserves the right, for any reason, in its sole discretion, to terminate, change (including, without limitation, modifying, adding or deleting), upgrade, suspend or discontinue any aspect of the Site or the Services, including, but not limited to, the Member Services, prices, content, features, hours of availability or equipment required for access. We may also impose limits on certain features of the Site or Services, or restrict Your access to part or all of the Site or Services without notice to You or penalty to Us.
NOTWITHSTANDING THE FOREGOING, PLEASE NOTE THAT IXN IS NOT IN THE BUSINESS OF PROVIDING LEGAL, FINANCIAL, ACCOUNTING, TAX, HEALTHCARE, INSURANCE OR OTHER PROFESSIONAL SERVICES OR ADVICE. CONSULT THE SERVICES OF A COMPETENT PROFESSIONAL WHEN YOU NEED THIS TYPE OF ASSISTANCE. YOU ARE REQUIRED TO CONDUCT YOUR OWN DUE DILIGENCE TO CONFIRM AND ENSURE THE ACCURACY AND COMPLETENESS OF ALL CONTENT AND OTHER INFORMATION AVAILABLE THROUGH THE SITE AND THE SERVICES BEFORE MAKING OR RECOMMENDING ANY FINAL DECISIONS OR IMPLEMENTING ANY FINANCIAL, INSURANCE OR INVESTMENT RELATED STRATEGY. ANY AND ALL CONTENT CONTAINED WITHIN OR MADE AVAILABLE THROUGH THE SITE IS MADE AVAILABLE TO YOU BASED ON YOUR UNDERSTANDING THAT THE AUTHORS, PUBLISHERS AND DISTRIBUTORS ARE NOT RENDERING LEGAL, FINANCIAL, ACCOUNTING, TAX, HEALTHCARE, INSURANCE OR OTHER PROFESSIONAL ADVICE OR OPINIONS ON SPECIFIC FACTS OR MATTERS AND, ACCORDINGLY, NEITHER IXN NOR ANY THIRD PARTY CONTENT PROVIDER IS LIABLE TO YOU OR ANY THIRD PARTY IN ANY MANNER WHATSOEVER IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY CONTENT.
Subject to the terms and conditions of the Terms of Service, IXN will provide the Member Services to Members in accordance with its then-current pricing and other policies and procedures, as set forth on the Site or otherwise provided to Members from time to time. For Member Services offered on a payment or subscription basis, the following terms apply unless We notify You otherwise in any payment terms on the Site or otherwise in writing:
ALTHOUGH WE WILL TAKE REASONABLE SECURITY PRECAUTIONS REGARDING USER INFORMATION AND OTHER INFORMATION STORED ON THE SITE, DUE TO THE OPEN NATURE OF THE INTERNET, WE CANNOT GUARANTEE THAT ANY INFORMATION STORED ON OUR SERVERS, OR TRANSMITTED TO OR FROM A USER, WILL BE FREE FROM UNAUTHORIZED ACCESS, AND WE DISCLAIM ANY AND ALL LIABILITY FOR ANY THEFT OR LOSS OF, UNAUTHORIZED ACCESS OR DAMAGE TO, OR INTERCEPTION OF ANY USER INFORMATION OR OTHER INFORMATION, DATA OR COMMUNICATIONS. WITHOUT LIMITING THE FOREGOING, IXN MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ITS ABILITY TO GUARD AGAINST THE LOSS OF USER INFORMATION. ACCORDINGLY, YOU AGREE TO KEEP BACK-UP COPIES OF ALL USER INFORMATION STORED ON OR THROUGH THE SITE OR THE SERVICES. BY USING THE SITE, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND AGREE TO ASSUME THESE OBLIGATIONS AND RISKS.
The Site, all the content (including, for example, audio, photographs, illustrations, graphics, video and software), code, data, works of authorship and materials thereon, the look and feel, design and organization of the Site, and the compilation of the material on the Site (collectively, the “Content”) are protected by U.S. and international copyright, trademark and other laws. IXN and its licensors own, solely and exclusively, all rights, title and interest in and to the Site, the Content, including, but not limited to, all intellectual property and proprietary rights therein. Your use of the Site and/or the Content does not grant to You any ownership of any Content You may access on the Site.
The trademarks, logos, service marks and trade names (collectively, the “Trademarks”) displayed on the Site or in connection with the Content made available through the Site are registered and unregistered Trademarks of IXN and its licensors and may not be used except with written permission of the respective Trademark owner. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site without the written permission of IXN or the third party that may own the applicable Trademark. Your misuse of the Trademarks displayed on the Site or on or through any of the Services is strictly prohibited.
Notwithstanding anything in the Terms of Service to the contrary, in the event that You submit or post any ideas, creative suggestions, photographs, information, advertisements or proposals, including ideas for new or improved products, services, features, technologies or promotions, You expressly agree that such submissions will automatically be treated as non-confidential and non-proprietary and will become the sole property of IXN without any compensation or credit to You whatsoever. IXN and its affiliates shall have no obligations with respect to such submissions or posts and may use the ideas contained in such submissions or posts for any purpose in any medium in perpetuity, including, but not limited to, developing, manufacturing and marketing products and services using such ideas.
The Site and the Services are limited to Users who do not have a conflict of interest relating to the Services. Any person or entity offering products or services in competition with IXN, including such person’s or entity’s employees and affiliates, are not eligible to receive the Member Services or access any portions of the Site that require a password for access. Accessing, disclosing or using the Member Services or portions of the Site that require a password for access in any way that compromises their confidentiality or IXN’s competitive position is strictly prohibited. Violations of these prohibitions will be civilly prosecuted to the maximum extent permissible under law. Explicitly, this bars individuals and entities involved in the development and production of competing products from accessing or using the Member Services or portions of the Site that require a password for access. IP addresses and domain names of people accessing the Site may be logged for verification.
Without limiting the foregoing, the Content relating to the Member Services and portions of the Site that require a password for access are deemed IXN’s confidential information, and Members agree to (1) hold this confidential information in strict confidence, (2) not disclose this confidential information to any third party and implement practices and procedures necessary to prevent such disclosure, which steps shall include at least those taken by You to protect Your own confidential information, and (3) access and use the confidential information only as expressly authorized in the Terms of Service. You will promptly notify Us in writing of any unauthorized use or disclosure of this confidential information.
You further covenant, represent and warrant that, as of the date You subscribed to any Member Services, You have not created, developed, distributed, sold or licensed others to use any software products or services substantially similar to or competitive with the Member Services. You further covenant, represent and warrant that for a period of twenty-four (24) months immediately following expiration or termination of your subscription to the Member Services (the “Restricted Period”), You shall not build, create, design, develop or finance the building, creation, design or development of software products or services similar to or competitive with the Member Services, or assist any third party to do so. Notwithstanding the foregoing, this covenant shall not prohibit You from (1) owning less than two percent (2%) of the securities of any competitor of IXN, if such securities are publicly traded on a nationally recognized stock exchange or over-the-counter market, or (2) acquiring software products or services from a third party, which independently built, created, designed, developed and financed the building, creation, design and development of such software products or services. These covenants, representations and warranties shall cover and apply to Your activities in (i) all counties in the State of Utah, (ii) all other states of the United States of America and its territories, and (iii) all other countries of the world where We derived at least two percent (2%) of Our gross revenues during the term of the Terms of Service (collectively, the “Territory”). These covenants, representations and warranties shall be construed as a series of separate covenants, one for each city, county, state and country of any geographic area in the Territory. If, in any judicial proceeding, a court refuses to enforce any of such separate covenants, representations or warranties (or any part thereof), then such unenforceable covenant, representation or warranty (or such part) shall be eliminated from the Terms of Service to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event these covenants, representations and warranties are deemed to exceed the time, geographic or scope limitations permitted by Utah law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, then permitted by such law. The running of the Restricted Period shall be tolled and suspended for any period of time in which You are in breach or violation of any covenant, representation, warranty or obligation set forth in this Section F. You acknowledge and agree that Your fulfillment of the obligations contained in this Section F, including, but not limited to, the nondisclosure and nonuse obligations and the non-compete covenants, representations and warranties are necessary to protect IXN’s confidential information and, consequently, to preserve the trade secrets, value and goodwill of IXN. You further acknowledge and agree that the time, geographic and scope limitations of the non-compete covenants, representations and warranties are reasonable, especially in light of IXN’s desire to protect its confidential information and trade secrets, and that You will not be precluded from engaging in Your usual and regular business activities if obligated to comply with the non-compete covenants, representations and warranties contained in this Section F during the Restricted Period and within the Territory as described above.
IXN reserves the following rights: (1) to suspend or terminate the Account of anyone who violates the Terms of Service; (2) to change or alter the Site, the form and nature of the Site or any Services provided through the Site, including requiring payment for some or all uses of the Site and/or the Services, at any time; (3) to review, modify, filter, disable, delete and remove any and all content and information from the Site; (4) to update and download automatically any software provided on or through the Site, even if it affects the Services provided to You; (5) to cooperate or comply with any law enforcement, court, government investigation, order or third party requesting or directing that We disclose information or content, including any information that You provide if We decide that such disclosure is in Our or Our customers’ best interests; (6) to display advertising and promotions, which may be targeted to certain Users or sections of the Site based upon queries made or preferences indicated, and may not be identified as paid advertisements or promotions. You agree that the foregoing are rights of, but not obligations of, IXN and that IXN may, but is not obligated to exercise any of these rights.
You may use the Site and the Services only for lawful purposes. You may not transmit, post, store, distribute, display or present any information, software, data, file or material in violation of any applicable law or regulation. You may not use the Site or the Services to facilitate, or otherwise assist others in, the violation of any law or regulation.
You are solely responsible for ensuring that materials transmitted, posted, stored, distributed, displayed or presented using the Site or the Services comply with the Terms of Service and all applicable laws and regulations. IXN does not have any obligation to review, edit, censor or take responsibility for any information that You, or other Users, may create, transmit, post, store, distribute, display or present using the Site or the Services.
You may not use the Site or the Services to: (1) post content or information that is obscene, hateful, threatening, defamatory, includes child pornography, or creates a risk to anyone’s privacy or safety; (2) promote, do or further any unlawful, misleading, discriminatory or malicious activity; (3) solicit personal information from anyone under 18 years of age; (4) transmit unsolicited commercial messages (Spam), junk mail, pyramid schemes, chain letters or similar materials or information; (5) upload or transmit viruses, worms or other malicious code; (6) violate or infringe anyone’s intellectual property rights, including copyrights, trademarks, patents and trade secrets (for instance, You may not use the Site or the Services to provide pirated or counterfeit works, information to circumvent copyright protection devices or links to such works or information or impermissibly use someone else’s copyrighted work or trademarks); (7) violate or infringe anyone’s privacy or publicity rights, such as impersonating another person or entity or posting images of someone without their permission; (8) forge or otherwise manipulate headers, tags or identifiers in order to disguise the origin of any message or transmittal that You send or receive on or through the Site or the Services; (9) falsely express or imply that IXN sponsors, endorses or is otherwise affiliated with You or Your content; (10) violate any law, statute, ordinance or regulation including export, intellectual property and privacy laws; (11) interfere with, circumvent, disable or attempt to interfere with, circumvent or disable the Site or the Services, the proper working of the Site or the Services, security features of the Site or the Services, or the equipment connected to the Site or the Services; (12) impose an unreasonable or disproportionately large load on the infrastructure of the Site or IXN’s systems or networks; (13) restrict or inhibit any other person from using the Site or the Services (including without limitation by hacking or defacing any portion of the Site); (14) create a database by downloading and storing the Content or any part thereof; or (15) violate the Terms of Service or encourage or assist anyone else to violate the Terms of Service.
You may not do any of the following without IXN’s written permission: (1) use, copy, republish, upload, distribute, collect, modify, transmit, or post the Content or the Site for commercial purposes; (2) modify, remove, delete, augment, add to, publish, transmit, participate in the transfer, rental or sale of, create derivative works from, or in any way exploit any of the Content, in whole or in part; (3) access or attempt to access the Site or collect or index information provided IXN using any automated means, such as robots, spiders, scrapers, scripts, harvesting ‘bots, or the similar means or equivalent manual processes; (4) solicit, trace or otherwise collect any information from Users; (5) frame or use framing techniques to enclose the Site or any part thereof; (6) use any metatags or any other “hidden text” using any Trademarks of IXN; or (7) reverse engineer, decompile or otherwise extract source code provided on or through the Site or the Services.
In addition to any remedies that IXN may have at law or in equity, if IXN reasonably determines that You have violated or are likely to violate the foregoing prohibitions, IXN may take any action it reasonably deems necessary to cure or prevent the violation, including, without limitation, the immediate removal of materials that violate the foregoing prohibitions from the Site. IXN may cooperate with any law enforcement authorities or court order or subpoena or third party requesting or directing IXN to disclose the identity of anyone posting such materials.
The Site may provide certain areas for Users to communicate with other Users, including through blogs, chat rooms, online communities and the like (the “Forums”). IXN does not endorse the content in the Forums and specifically disclaims any responsibility or liability to any person or entity for any loss, damage, injury, claim, liability or other cause of any kind or character based upon or resulting from any material, content or other communication provided through a Forum. IXN reserves the right, but is not obligated, to review messages in the Forums and is not responsible for the content of any such messages. IXN also reserves the right, but is not obligated, to delete, edit or remove a message, in whole or in part, posted to a Forum for any reason and to exclude any User from using a Forum. Please be aware that when You post to a Forum, You may be disclosing certain information to others. To protect Your safety, please use Your best judgment when using the Forums and carefully consider the information that You disclose in the Forums. IXN reserves the right to cooperate with any law enforcement, court, third party or government investigation or order requesting or directing IXN to disclose information posted to a Forum, or if IXN decides that such disclosure is in its or its customers’ best interests.
We may, from time to time, include contests, promotions, sweepstakes or other activities (“Promotions”) that require You to submit material or information concerning Yourself. Please note that all Promotions may be governed by separate rules that may contain certain eligibility requirements, such as restrictions as to age or geographic location. You are responsible to read all Promotions rules to determine whether or not You are eligible to participate. If You enter any Promotion, You agree to abide by and to comply with all Promotions rules.
You are solely responsible for the transmission of all such permission-based communications related to Your Files and Your use of the Services. IXN reserves the right to suspend or terminate Services to You in the event IXN receives, in its sole and exclusive discretion, an excessive number of complaints related to Your permission-based communications, whether such complaints are made by parties whom “opt-in” or otherwise.
IXN respects the intellectual property rights of others and expects Users to do so as well. If You believe that Your copyrighted work has been copied or posted on or through the Site or Services in a way that constitutes copyright infringement, then You may send a written notice to our Designated Agent that contains the following:
If You receive a copyright notice from Us that You believe is incorrect, then You may send a counter notice to Our Designated Agent. After receiving a counter notice, We may reinstate the content in question under Sections 512(g)(2) and (3) of the Copyright Act. A counter notice must include:
Our Designated Agent for copyright notice claims can be reached at:
Or email to:
IXN also takes trademark rights seriously and will investigate reasonable trademark issues that are brought to its attention. Please keep in mind, however, that trademark rights are territorial and more than one party can own a trademark in different territories. More than one party may also use a trademark on sufficiently different goods or services. If You believe that a trademark that You own has been infringed on or through the Site or the Services, then You may send a notice to our Designated Agent that includes the following:
False Claims and Other Things To Note
YOUR USE OF THE SITE OR SERVICES MAY NOT VIOLATE ANY OF THE PROVISIONS IN THE TERMS OF SERVICE. IXN MAY SUSPEND OR TERMINATE YOUR ACCOUNT OR SERVICES AND/OR REMOVE (TO THE EXTENT POSSIBLE) ANY MATERIALS, IF IT DETERMINES, IN ITS SOLE AND EXCLUSIVE DISCRETION, THAT YOU HAVE ENGAGED IN ANY ACTIVITY THAT VIOLATES THE TERMS OF SERVICE.
IXN may suspend and terminate Your use of the Site or Services without notice to You for breach of the Terms of Service. IXN may also report Your activities to federal and/or state law enforcement agencies.
Without limiting its other remedies, IXN may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate the Terms of Service and Your access to the Site or the Services and Your Accounts if You fail to comply with any term or condition of the Terms of Service. IXN may take such actions without providing You prior notice and at its sole discretion. Upon the occurrence of such a violation, You agree to terminate access to the Site and Services. Upon termination, those provisions of the Terms of Service that expressly or by their nature survive will continue in full force and effect.
The Site and Services may contain information and content provided by third parties not related to IXN. Such third party information and content do not constitute or imply an endorsement, sponsorship, or recommendation by IXN of the third party or such information or content. You acknowledge and agree that IXN is not responsible for the availability of any such information or content and that IXN does not endorse or warrant, and is not responsible for, any such information or the content.
You may link to the Site so long as you (a) link to the full version of an HTML formatted page of the Site; (b) do not link directly to any image hosted on the Site, such as using an “in-line” linking method to cause the image hosted by us to be displayed on another website; and (c) do not link from any other website to the Site in any manner such that the Site, or any page of the Site, is “framed,” surrounded or obfuscated by any third party content, materials or branding. We reserve all of our rights under the law to insist that any link to the Site be discontinued, and to revoke Your right to link to the Site from any other website at any time.
To the maximum extent permitted by law, You agree to indemnify, defend and hold IXN and its affiliates, members, officers, directors, employees, agents, and licensors harmless from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees), arising out of or related in any way to (1) Your use of the Site and Services, (2) Your submission, posting, transmittal, display, storage, distribution, removal or any other use of any User Information, Content and/or any other materials or content, (3) Your violation of the Terms of Service, (4) Your violation of any law or regulation, or violation of any proprietary or privacy right, (5) Your violation of any third party intellectual property right, including, without limitation, copyright, patent, trademark or trade secret; or (6) any claim that Your User Information or submission of any other information or content by You caused damage to a third party. This indemnification obligation will survive any termination of the Terms of Service and Your use of the Site and Services. IXN reserves the right, but not the obligation, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and in such case, You agree to cooperate with IXN’s defense of such claim.
YOU AGREE TO ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE, THE SERVICES AND THE CONTENT. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEITHER IXN NOR ITS OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, INFORMATION PROVIDERS, LICENSORS OR LICENSEES (“RELATED PARTIES”) MAKE ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES OR REPRESENTATIONS WHATSOEVER WITH RESPECT TO THE SITE, THE SERVICES OR THE CONTENT, AND HEREBY SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER IXN NOR ANY RELATED PARTIES ENDORSE OR MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF THE SITE, THE SERVICES OR THE CONTENT OR THAT THE SITE, THE SERVICES OR THE CONTENT IS NON-DEFAMATORY, NON-INFRINGING OR OTHERWISE LAWFUL. NEITHER IXN NOR ANY RELATED PARTIES WARRANT THAT THE FUNCTIONS PERFORMED BY THE SITE, THE SERVICES OR THE CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE SITE, THE SERVICES OR THE CONTENT WILL BE CORRECTED. NEITHER IXN NOR ANY RELATED PARTIES GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING WILL BE FREE FROM INFECTION BY SOFTWARE VIRUSES OR OTHER HARMFUL COMPUTER CODE, FILES OR PROGRAMS. IN ADDITION, INFORMATION PROVIDED ON OR THROUGH THE SITE, SUCH AS PRICE QUOTES AND COVERAGE INFORMATION MAY BE TIME SENSITIVE, MAY BE OUTDATED, MAY BE SUBJECT TO CERTAIN REQUIREMENTS OR MAY BE INACCURATE FOR ADDITIONAL REASONS; ACCORDINGLY, IXN DISCLAIMS THE ACCURACY AND COMPLETENESS OF ALL CONTENT ON THE SITE. THE SITE, THE SERVICES AND THE CONTENT ARE PROVIDED ON AN “AS IS,” “WHERE IS,” “WHERE AVAILABLE” AND “AS AVAILABLE” BASIS. YOU ACKNOWLEDGE THAT ANY RELIANCE ON OR USE OF THE SITE, THE SERVICES OR THE CONTENT IS AT YOUR SOLE RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IXN HAS NO OBLIGATION TO INDEMNIFY, DEFEND OR HOLD YOU HARMLESS FROM OR AGAINST ANY CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimer may not apply to You.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER IXN NOR ANY RELATED PARTY WILL BE LIABLE TO ANY PERSON OR ENTITY FOR ANY CLAIM RELATING TO THE SUBJECT MATTER OF THE TERMS OF SERVICE, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR (I) ANY AMOUNTS IN EXCESS OF THE AGGREGATE AMOUNT OF FEES PAID BY YOU TO IXN DURING THE TWELVE (12) MONTH PERIOD PRIOR TO SUCH CLAIM ARISING, (II) ANY PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS OR REVENUE, (III) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, OR (IV) LOSS OR CORRUPTION OF DATA OR INTERRUPTION OF USE. YOU SPECIFICALLY AGREE THAT IXN WILL NOT BE LIABLE FOR ANY USERS’ CONTENT, USER FILES OR DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT YOU ASSUME THE FULL RISK OF HARM OR DAMAGE FROM THE FOREGOING.
Some jurisdictions do not allow the limitation of liability for certain damages so the above limitation of liability may not apply to You. If applicable law limits the application of the provisions of this Section, IXN’s liability will be limited to the maximum extent permitted by applicable law.
By using the Site, the Services or the Content You represent and warrant that (1) if You have an Account, you have truly, accurately and completely identified Yourself through Your Account and will maintain the accuracy and completeness of such identification; (2) You are a corporation or other business entity authorized to do business pursuant to applicable law, or an individual 18 years of age or older; (3) You have the full right and authority to enter into, execute and perform Your obligations under the Terms of Service and that no pending or threatened claim or litigation known to You would have a material adverse impact on Your ability to perform as required by these Terms of Service; (4) Your activities on the Site do not and will not violate the Terms of Service or the rights of any third party, including infringing or misappropriating any third parties’ intellectual property and publicity rights; (5) You understand and agree that the Terms of Service is a legally binding agreement and the equivalent of a signed, written contract; (6) You will use the Site and the Services in a manner consistent with all laws and regulations and in accordance with the terms and conditions of the Terms of Service; (7) You are authorized to sign for and bind the person or entity using the Site or the Services; and (8) You will not impersonate any person or entity, misrepresent any affiliation with another person, entity, or association, use false headers, or otherwise conceal Your identity from IXN or in any material that You post or submit on the Site for any purpose.
In no event will We be liable to You for any failure or delay by Us (or Our agents, contractors, owners, officers, directors, employees, representatives and other applicable third parties) in performing our obligations under the Terms of Service, if the failure or delay is caused by an event or condition beyond our control.
You acknowledge and agree that damages are an inadequate remedy in the event of an actual, intended or threatened breach of the Terms of Service and that any such breach by You will cause Us irreparable injury and damage. Accordingly, You agree that We shall be entitled to preliminary and permanent injunctive relief in the event of an actual, intended or threatened breach by You, without any requirement to post a bond or prove any actual damages to You (and without waiving any additional rights or remedies, including monetary damages, otherwise available to Us at law, in equity or by statute).
If any portion of the Terms of Service is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of the Terms of Service will remain in full force and effect and, upon our request, the court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from the Terms of Service and the rest of the Terms of Service shall remain in full force and effect.
The Terms of Service together with all policies and agreements referenced herein constitutes the entire agreement between IXN and You with respect to the Site, the Services and the Content, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between You and IXN with respect to the Site, the Services and the Content, unless an agreement specifically provides that it is not superseded by the Terms of Service. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. You may not assign the Terms of Service or any part of the Terms of Service without the express written consent of IXN. You agree that IXN may assign the Terms of Service or any part of the Terms of Service at any time and for any reason without notice or Your consent. IXN may also delegate, subcontract or engage any third party to perform any part of the Services or any of IXN’s obligations under these Terms of Service at any time and for any reason without notice or Your consent. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other and neither may bind the other in any way. Neither party will be deemed to have waived any of its rights under the Terms of Service by lapse of time or by an statement or representation other than (a) by an authorized representative and (b) in an explicit written waiver. No waiver of a breach of the Terms of Service constitute a waiver of any prior or subsequent breach of the Terms of Service.
This notice is for California users of the Site: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (914) 445-1254 or (800) 952-5210.