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This Terms of Service was updated on April 30, 2021.
1.1 Intrax, Inc. (referred to as "Intrax," "us" or "we"), provides online and/or mobile services and websites (collectively, the "Site"), as well as an online marketplace that connects Job Seekers with Employers for job internship opportunities (collectively referred to as "Offerings"), subject to your compliance with the following Terms of Service ("Terms"), as well as any other written agreement(s) between us and you.
1.2 We reserve the right to change these Terms from time to time with or without notice to you. You acknowledge and agree that it is your responsibility to periodically review this Site and these Terms. Your continued use of this Site and Offerings after such modifications will constitute acknowledgement and acceptance of the modified Terms.
1.3 As used in these Terms, references to our "Affiliates" include our owners, licensees, assigns, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this Site and/or contents and Offerings available on this Site.
2.1 Offerings. Intrax provides a number of Offerings for users on its Site, including, but not limited to, job internship opportunities for Job Seekers and Employers and educational services permitting you to post comments about our products and services to the Site.
2.2 No Guarantee. Although Intrax works hard to provide quality Offerings, you understand and acknowledge that we cannot promise or guarantee specific results from using the Site or Offerings available on this site.
2.3 Temporary Interruptions. You understand and agree that temporary interruptions of the Site may occur as normal events that are out of our control. You also understand and agree that we have no control over the third-party networks or service(s) that we may use to provide you with Offerings. You agree that the Offerings available on this Site are provided "AS IS" and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications, material posted by you, or personalization settings.
3.1 Eligibility. You may use the Offerings only if you can form a binding contract with Intrax, and only in compliance with the Terms and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Offerings by anyone under 18 is strictly prohibited and in violation of the Terms. The Offerings is not available to any Users previously removed from the Offerings by Intrax.
3.2 Authority. If you open a Intrax account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to the Terms, and that you agree to the Terms on the entity’s behalf.
3.3 Rules of Use. You agree not to engage in any of the following prohibited activities in connection with the Offering:
i. copying, distributing, or disclosing any part of the Offering in any medium, including without limitation by any automated or non-automated “scraping”;
ii. using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Offering in a manner that sends more request messages to the Site than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Intrax grants the operators of public search engines revocable permission to use spiders to copy publicly available materials for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
iii. transmitting spam, chain letters, or other unsolicited email;
iv. attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Offering;
v. taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
vi. uploading invalid data, viruses, worms, or other software agents through the Offering;
vii. collecting or harvesting any personally identifiable information, including account names, from the Offering;
viii. using the Offering for any commercial solicitation purposes except as set forth herein;
ix. impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
x. interfering with the proper working of the Offering;
xi. accessing any content on the Offering through any technology or means other than those provided or authorized by the Offering; or
xii. bypassing the measures we may use to prevent or restrict access to the Offering, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Offering or the content therein.
3.4 User-Created Content Guidelines: Your use of the Site, including the review features, is subject to all applicable laws and regulations, and you are solely responsible for any comments or posts you leave on the Site. By posting information on the Site, or by otherwise using any communications service, message board, newsgroup, or other interactive service available on the Site, you agree that you will not post comments, messages, links, code, information, pictures, or other material that:
i. is unlawful, threatening, abusive, harassing, defamatory, deceptive, inaccurate, fraudulent, tortious, invasive of another's privacy, or includes graphic descriptions of sexual or violent content;
ii. victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
iii. infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
iv. consists of unsolicited advertising, junk or bulk email (also known as "spam"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
v. contains any form of malicious code, files, or programs that are designed or intended to disrupt, damage, or limit the functionality of any software, hardware, or telecommunications equipment or otherwise causes damage, or allows you to obtain unauthorized access to any data or other information of any third party;
vi. breaches the security of, compromises or otherwise allows access to secured, protected or inaccessible areas of this Site, or attempts to gain access to other network or server via your account on this Site;
vii. impersonates any person or entity, including any of our employees or representatives.
3.5 No Endorsement. Intrax neither endorses nor assumes any liability for any material uploaded or submitted by users on any part of the Site. Although we do not pre-screen, police or monitor comments posted on the Site, we and our agents reserve the right to remove any and all postings, in our sole discretion and without prior notice to you. We are not responsible for any failure or delay in removing such postings.
3.6 Third-Party Sites and Information. This Site may redirect or link to other websites on the Internet, or may otherwise include references to information, products or services made available by unaffiliated third parties. While we make every effort to work with trusted, reputable providers, from time to time such sites may contain information, material or policies that some may find inappropriate or personally objectionable. You understand that we are not responsible for the accuracy, completeness, decency or legality of content hosted by third party websites, nor are we responsible for errors or omissions in any references made on those websites. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with the Site or party by us, or any warranty of any kind, either express or implied.
3.7 Products and Promotions. From time to time, this Site may include advertisements or information about products and promotions offered by third parties. You may purchase products from or participate in promotions of third parties whose promotions or products are listed on this Site. Any such correspondence or promotions, including the delivery of and the payment for goods and services by those third parties, and any other terms, conditions, warranties or representations associated therewith, are solely between you and the third party. We assume no liability, obligation or responsibility for any part of any such purchase or promotion.
4.1 Content. For purposes of these Terms, "content" is defined as any information, communications, published works, photos, video, graphics, music, sounds, or other material that can be viewed by users on our Site and is owned by Intrax or our Affiliates.
4.2 Ownership of Content. You acknowledge that Intrax owns a copyright in the Site and Services. All content on the Site is subject to intellectual property rights, contractual or other protection. The intellectual property rights are owned by us or our licensors. No content may be copied, distributed, republished, uploaded, posted or transmitted in any way except as provided expressly in these Terms or with Intrax’s prior express written consent. Any use of the content other than as permitted by these Terms, or any other unauthorized use of the content may make you liable to Intrax for violation of intellectual property rights.
4.3 Trademarks. Trademarks or service marks of Intrax include, but are not limited to, Intrax, Global Internships, and logos. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of Intrax or our Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms grants you any right to use any trademark, service mark, logo, and/or the name of Intrax or our Affiliates.
4.4 Site Use. Intrax grants you a limited, revocable, nonexclusive license to use the Site solely for your own personal purposes only and not for republication, distribution, assignment, sublicense, sale, commercial use, preparation of derivative works, or other use. You may not use any content from the Site for commercial use. You agree not to copy the site, reverse engineer or break into the site, or use materials, products or services in violation of any law. Any use of the Site or the content or materials contained therein, other than as specifically authorized in the Agreement, without the prior written permission of Intrax, is strictly prohibited and will terminate the license granted herein. Unless explicitly stated herein, nothing in the Agreement shall be construed as conferring to you, whether by implication, estoppel or otherwise, any title or ownership of, or exclusive use-rights to, any intellectual property or other right and any goodwill associated therewith. Intrax reserves the right, without notice and in its sole discretion, to terminate your license to use the Site at any time and to block or prevent your future access to, and use of, the Site.
4.5 No Warranty for Third-Party Infringement. Neither we nor our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this Site will not infringe the rights of third parties.
5.2 We respect the intellectual property rights of others, and we ask you to do the same. In instances where we are notified of alleged infringing Intrax or User Content, a decision may be made to remove access or disable access to such materials, in compliance with the safe harbor provisions of the Digital Millennium Copyright Act, 17 U.S.C. § 512(c).
5.3 If you believe that you or someone else's copyright has been infringed by Intrax or User Content provided on this Site, you (or the owner or rights holder, collectively, "Rights Holder") should send notification to us immediately. Prior to sending us notice, the Rights Holder may wish to consult a lawyer to determine their rights and legal obligations under the DMCA and any other applicable laws. Nothing here or anywhere on this Site is intended as a substitute for qualified legal advice. To file a Notice of Infringing Material, we ask that the Rights Holder provide the following information:
i. Reasonably sufficient details about the nature of the copyrighted work in question, or, in the case of multiple alleged infringements, a representative list of such works. This should include, title(s), author(s), any U.S. Copyright Registration number(s), URL(s) etc.;
ii. Reasonably sufficient details to enable us to identify and locate the material that is allegedly infringing the Rights Holders' work(s) (for example, file name or URL of the page(s) that contain(s) the material);
iii. The Rights Holder's contact information so that we can contact them (including for example, the Rights Holder's address, telephone number, and email address);
iv. A statement that the Rights Holder has a good faith belief that the use of the material identified above in 2 is not authorized by the copyright owner, its agent, or the law;
v. A statement, under penalty of perjury, that the information in the notification is accurate and that the Rights Holder is authorized to act on behalf of the copyright owner; and
vi. The Rights Holder's electronic signature.
Notice may be sent to us on our contact form.
5.4 You also acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may temporarily or permanently remove the identified materials from our Site without liability to you or any other party.
6.1 Communications on the Site. When you view, send, store or receive materials (including job listings, resumes, messages, applications, questions and responses in applications, and any other information) through or using the Site, Intrax may, for example, use such materials for data analysis, quality control, or to refine the Site or any other Intrax product or service (including to provide better search results and other listings for Job Seekers and Employers), whether via automated means or otherwise. You may receive messages, emails or email notifications corresponding with your activity on or through the Site. In all cases, such messages or notifications are provided solely as a courtesy, and you should not rely on them. For example, if you wish to interview, it is your responsibility to follow up with the other party separately to ensure they know about the interview, do not rely on notifications through us. Intrax may use your email address to create an alias email address for your communication, in lieu of displaying your actual email address. Once the other party has your contact info, you agree that Intrax is not responsible or liable for the manner in which the other party uses the info. Should you choose to send an email from a third party email client, the person with whom you’re communicating may be able to see your email address, rather than the alias. Intrax disclaims all warranties with regards to the transmission or storage of such courtesy notices, does not guarantee their delivery or receipt, and does not guarantee the date or time at which they may be sent. In the event a message being sent is intended for a closed account, these messages will not be deliverable.
6.2 Virtual Communications. Employers may offer Job Seekers the opportunity to participate in virtual and remote communications, phone interviews, virtual meetings, and video interviews (“Virtual Interviews”). You understand that Intrax is not a telecommunications service provider and that Intrax is only providing the option for you to communicate via services that may be offered by third-party providers. Please note that since these telecommunication services may depend on the functionality of third-party providers, there may be technical delays or malfunctions on the part of those providers. We cannot vouch for the technical capabilities of any third parties to receive, transmit, or support such phone or video communications. Intrax does not guarantee any aspect of your Virtual Interview experience including transmission of phone or video communications, quality of audio/visual content, data security, or data usage and restrictions. Intrax is not liable for any claims arising out of your use of Virtual Interviews and you release Intrax from any such claims. You understand that Intrax does not guarantee the Job Seeker’s or Employer’s schedule or availability for conducting Virtual Interviews and cannot vouch for the validity of the contact information provided to us. You also understand that the Employer is responsible for any and all questions, comments, or hiring decisions made. Further, Employers are responsible for any accommodations needed during Virtual Interviews.
YOU UNDERSTAND AND AGREE THAT THERE IS NO PROTECTION FOR ANY INFORMATION YOU SHARE OR DATA THAT YOU TRANSMIT WHILE PARTICIPATING IN VIRTUAL INTERVIEWS INCLUDING, BUT NOT LIMITED TO, AUDIO/VISUAL CONTENT, INTERVIEW QUESTIONS AND ANSWERS, OR YOUR IMAGE OR LIKENESS. YOU ACKNOWLEDGE AND AGREE THAT INTRAX IS NOT RESPONSIBLE FOR SECURING OR PROTECTING ANY DATA OR INFORMATION THAT YOU SHARE OR TRANSMIT DURING YOUR USE OF VIRTUAL INTERVIEWS. INTRAX ASSUMES NO LIABILITY FOR THE MISUSE OF ANY DATA YOU SHARE OR TRANSMIT THROUGH USE OF VIRTUAL INTERVIEWS.
YOU UNDERSTAND AND AGREE THAT YOU ACCESS AND USE VIRTUAL INTERVIEWS AT YOUR OWN DISCRETION AND RISK AND THAT INTRAX DISCLAIMS ALL LIABILITY ARISING OUT OF YOUR USE OF VIRTUAL INTERVIEWS.
6.3 Career, Hiring, and Other Information Provided by Intrax. Career-related or hiring-related information provided by Intrax is for informational purposes only, and is in no way to be construed as professional career counseling or staffing services. You understand that Intrax may give suggestions or information regarding best-practices, however, you understand that it is ultimately your responsibility to determine how to pursue your job search or candidate search. You further understand that in providing any such career or hiring guides, Intrax is not acting as a job placement agency or staffing firm. You also understand that by referring to or using such career or hiring guides, you are not guaranteed job interviews, job placement, or assurance of being hired, and you take full responsibility for use of these services or guides. As a user of the Site, Intrax may, from time to time, send you emails from the career or hiring guides as part of its services to you. These emails may include but not be limited to, tips on improving your resume or how to use your resume effectively in the job application process, commonly asked interview questions, next steps after you have submitted an application, and how to prepare for a new job after you have been hired. Intrax may offer, as part of the Services, the opportunity for you to engage with third parties, sometimes referred to as career coaches or professional writers, to discuss job search, resume writing, or career strategies, either through the Site or in person. Regardless of how you interact with them, you acknowledge that these third parties are not employees of Intrax and that Intrax is not responsible for the content of any such discussion. Do not share any information you consider confidential or personally sensitive with these third parties. Intrax does not guarantee the quality or effectiveness of any advice, recommendations, or guidance you may receive from these third parties. You agree that, to the maximum extent permitted by law, Intrax will have no liability arising from any discussion you have with such a third party.
6.4 Resumes and Recommended Jobs for Job Seekers. By creating a public resume through the Site, you are requesting and authorizing Intrax to make available your resume to third parties, such as Employers, that Intrax believes may have an interest in your resume. Intrax assumes no responsibility and disclaims all liability for the resume or application information you post, send or receive through the Site. It is your responsibility to review your resume to ensure it contains the right information or any information you intend to include or update. If you see any inaccuracy in any such material, it is your responsibility to correct such information or to contact Intrax to do so. To mitigate fraud, Intrax may mask or hide your contact information, such as your email address, from your resume or application, for example, and may substitute it with an alias. Intrax makes no promise to you about whether all or part of your contact info will be masked, and the decision to mask such info is in Intrax’s sole discretion. Intrax reserves the right to limit your ability to set your resume to public, and may toggle a public resume to private, at anytime, to prevent illegal conduct, for fraud mitigation, or for any other reason in Intrax’s discretion. Intrax may also automatically send you recommended jobs via the email address you use to create an Intrax account or apply to a job. Intrax may determine what these recommended jobs are on the basis of a variety of factors, including but not limited to, any information you input on the Site about yourself, searches you run on the Site, jobs you click on, jobs you apply to, or the materials you provide in a job application to an Employer through Intrax.
6.6 Employer Services. You are responsible for the contents of your emails, application form, screener questions or their format, any Job Listings that you post, and any messages that you send through Intrax or otherwise, and agree that Intrax is not responsible for such content and disclaims all liability for such content, including as to whether such content is legal. You agree that Intrax may reject or remove any Job Listing, or any questions for Job Seekers for any or no reason. Intrax further does not guarantee delivery, your receipt of the Job Seeker’s emails or application materials, or that there will be no mistakes in the transmission or storage of the data. In the event a message being sent is intended for a closed account, these messages will not be deliverable. Intrax will attempt to send applications to the contact information provided to Intrax by you, however, Intrax has no ability to verify the contact information provided by you. In the event you provide incorrect contact information, it shall be your responsibility to correct, appropriately respond, or take any steps necessary to protect the privacy of such Job Seekers, and you indemnify Intrax for any damages resulting therefrom.
You shall indemnify, defend and hold harmless Intrax, its agents, affiliates, and licensors from any third-party claim or liability (including without limitation reasonable legal fees) arising out of any Job Listing or screener questions (or answers thereto) posted by you, or any message sent by you (including any questions for Job Seekers contained in any of the foregoing). To the extent permitted by law, if you have an unpaid or outstanding invoice or account balance for any Intrax product, Intrax reserves the right to suspend or terminate your use of that Intrax product as well as any other Intrax product, including but not limited to those Intrax products where you do not have an unpaid invoice or account balance. Intrax may elect to apply (i) penalties for late payment as per contemporaneous US Federal Reserve interest rates plus 10% or the maximum interest permitted by law, whichever is lower and (ii) a statutory lump-sum indemnity for recovery cost, if provided for under applicable laws, and (iii) any reasonable expenses and attorney fees Intrax incurs collecting such late payments.
6.7 Employer Job Match. Intrax may use Job Seekers’ application materials (including resumes and responses to screener questions) and the recency of their activity on Intrax to determine whether the words of their resume and answers to screener questions match the words of your Job Listing or Resume query, and vice-versa. You further agree and consent that Intrax may differentiate those matching resumes and screener questions from those that do not match, and present them to you as matches or not matches. Intrax may also use such information in order to improve the Site or any other Intrax product or service (including by displaying or otherwise making available potentially relevant Job Listings and resumes to Job Seekers and Employers).
7.1 Login Required. In order to access some of the Offerings on this Site, or to post User Content, you may be asked to set up an account and password. Our account registration page requests certain personal information from you ("Registration Info"). You will have the ability to maintain and periodically update your Registration Info as you see fit. By registering, you agree that all information provided by you as Registration Info is true and accurate and that you will maintain and update this information as required in order to keep it current, complete and accurate. By connecting to Intrax with a third-party site, you give us permission to access and use your information from that site as permitted by that site, and to store your log-in credentials for that site. You may never use another User’s account without permission.
7.2 Passwords & Security. If you register for an account on the Site, you agree that you are responsible for maintaining the security and confidentiality of your password and that you are fully responsible for all activities that occur under your account. Therefore, you must take reasonable steps to ensure that others do not gain access to your password and account. Our employees will never ask you for your password. You must notify Intrax immediately of any breach of security or unauthorized use of your account. Intrax will not be liable for any losses caused by any unauthorized use of your account.
8.1 ALL CONTENT AND OFFERINGS ON THIS SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE CONTENT OR OFFERINGS WILL MEET YOUR REQUIREMENTS, (B) THE CONTENT, OFFERINGS OR SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE INFORMATION OR RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CONTENT OR OFFERINGS OFFERED WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY CONTENT OR OFFERINGS PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR NEEDS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
8.2 THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE CONTENT AND OFFERINGS AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS OR OFFERINGS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE CONTENT OR PRODUCT INFORMATION AVAILABLE AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT OR PRODUCTS.
8.3 Through your use of the Site, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any products or Offerings provided by any third party, including, but not limited to the purchase terms, payment terms, warranties, guarantees relating to such transactions, are agreed to solely between the seller of such merchandise and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY OFFERINGS OR CONTENT AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.
8.5 ALL WARRANTY EXCLUSIONS AND LIMITATIONS SHALL BE APPLICABLE TO THE MAXIMUM EXTENT PERMITTED BY LAW.
9.1 IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFIT LOSS; YOUR USE OF THE INFORMATION OR CONTENT CONTAINED ON THE SITE; OR YOUR RELIANCE UPON THE ACCURACY OF INFORMATION CONTAINED ON THE SITE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THIS SITE.
FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY PROMISES REGARDING OUR OFFERINGS OR CONTENT OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS WITH THE THIRD PARTY THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTRAX ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR OFFERING; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SITE AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE OFFERING; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR OFFERING BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE OFFERING; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL INTRAX, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO INTRAX HEREUNDER OR $100.00, WHICHEVER IS GREATER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF INTRAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
9.2 You agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorneys' fees that may arise from your use or misuse of this Site. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
10.1 Grounds for Termination. You agree that we may, at our sole discretion, terminate or suspend your access to all or part of the Site with or without notice and for any reason, including, without limitation, breach of these Terms. Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to this Site, and reporting you to the proper authorities, if necessary.
10.2 No Right to Offerings Upon Termination. Upon termination and regardless of the reason(s) motivating such termination, your right to use the Offerings available on this Site will immediately cease. We shall not be liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us in connection therewith. Sections 1 and 3-11 of these Terms, as well as your liability for any unpaid fees, shall survive any termination.
11.1 International Use. Although this Site may be accessible worldwide, those who choose to access this Site from other locations do so on their own initiative and at their own risk. If you choose to access this Site from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. Any offer for any product, Service, and/or information made in connection with this Site is void where prohibited.
11.2 Governing Law. This Site (excluding any Third Party websites) is controlled by us from our offices in San Francisco, California, and the statutes and laws of the State of California shall be controlling, without regard to the conflicts of laws principles thereof. Any dispute arising out of this Agreement or your use of the Site shall be decided solely and exclusively by State or Federal courts located in San Francisco County, California. Any party who unsuccessfully challenges the enforceability of this forum selection clause shall reimburse the prevailing party for its attorney's fees, and the party prevailing in any such dispute shall be awarded its attorneys' fees.
11.3 Arbitration. If any dispute arises between you and Intrax, you agree to contact us and attempt to resolve the dispute informally prior to filing any cause of action against Intrax. If you and Intrax are unable to resolve the dispute informally, you agree that any dispute, claim or controversy arising out of or relating to the Terms or the Offerings (collectively, “Disputes”), including but not limited to any resulting or related transaction or the relationship of the parties, shall be decided by neutral, exclusive, binding, private, and confidential arbitration in San Francisco, California. Notwithstanding the above, each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of any intellectual property rights. The arbitrator may grant any remedy or relief that the arbitrator deems just and equitable, including any remedy or relief that would have been available to the parties had the matter been heard in court. The arbitration shall be administered by a neutral arbitrator provided by JAMS or by a neutral arbitrator provided by any other mutually agreed upon arbitration service provider. The arbitrator shall be selected with the participation of both parties in the selection process. The parties shall equally pay the reasonable costs and arbitrator’s fees and expenses in connection with resolution of the dispute in the arbitration forum. The arbitration shall be conducted pursuant to JAMS Comprehensive Arbitration Rules and Procedures (available at https://www.jamsadr.com/rules-comprehensive-arbitration/) or, alternatively, any other mutually agreed upon set of rules. Notwithstanding the foregoing, the parties may utilize subpoenas and have discovery as provided in the applicable arbitration rules and California Code of Civil Procedure Sections 1282.5, 1283 and 1283.05. Either party may appear telephonically at the arbitration. The decision of the arbitrator shall be a written opinion that explains the rationale for the decision. The decision shall be final and binding and may be enforced in any court of competent jurisdiction. Any demand for arbitration shall be in writing and must be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for arbitration be made after the date that institution of legal or equitable proceedings based upon such claim, dispute or other matter would be barred by the applicable statute of limitations. BY AGREEING TO RESOLVE ANY CLAIMS OR DISPUTES THROUGH ARBITRATION, AS DESCRIBED ABOVE, THE PARTIES KNOWINGLY WAIVE THEIR RIGHT TO A JURY TRIAL OR TO OTHERWISE RESOLVE THEIR DISPUTES THROUGH THE COURTS.
By accepting the Terms, you acknowledge and agree that all claims must be brought in your individual capacity and that you are waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or similar proceeding. Further, unless Intrax otherwise agrees in writing, the arbitrator may not consolidate more than one person's claims.
In the event that a dispute may be resolved by filing a Small Claims suit, that shall be the appropriate venue for resolution as opposed to Arbitration.
Except as provided in the preceding sentence, this “Arbitration” section will survive any termination of the Terms.
11.4 Notices. All notices to Intrax shall be in writing and shall be sent to 600 California Street, 10th Floor, San Francisco, CA 94108. You agree to allow us to submit notices to you using the email address provided by you in the Registration Info. Any notices or communication under these Terms will be deemed delivered to the party receiving such communication on the delivery date when transmitted by email.
11.5 Assignment & No Resale Right. The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Intrax without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. You agree not to sell, resell, reproduce, duplicate, distribute, copy or use for any commercial purposes any portion of this Site, or use of or access to this Site or Offerings provided through this Site, beyond the limited rights granted to you under Section 4 of these Terms.
11.6 Force Majeure. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of Offerings available through our Site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
11.7 Savings Clause. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
11.8 No Waiver. Any failure by us to enforce or exercise any provision of these Terms or related rights shall not constitute a waiver of that right or provision.
11.9 Entire Agreement. These terms and conditions constitute the entire agreement and understanding between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms may NOT be altered, supplemented, or amended by the use of any other document(s). To the extent that anything in or associated with this Site is in conflict or inconsistent with these Terms, these Terms shall take precedence.
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