Terms of Use ADMERGE

Terms of Use

THE ADMERGETERMS OF USE, AND THE POLICIES AND GUIDELINES CONTAINED IN THEM, ARE MADE EFFECTIVE AS OF THE 9thDAY OF February, 2019(THE “EFFECTIVE DATE”), AND YOUR USE OF AND ACCESS TO THE SERVICES PROVIDED ON THIS WEBSITE ARE SUBJECT TO YOUR COMPLIANCE IN FULL WITH THESE TERMS OF USE.  IF YOU DO NOT AGREE TO ABIDE BY ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS SUCH SERVICES IN ANY MANNER.

 

  1. Welcome to our Website

Welcome to the ADMERGEwebsite.  At ADMERGE, we feel we help organizations make smarter hiring decisions.  Please read this entire Policy to learn the rules and restrictions that govern your use of our website, products, services and applications (individually, a “Service” and, collectively, the “Services”). If you have any questions, comments, or concerns regarding any of these Terms of Use (the “Terms”), or the Services or any of their respective terms of use, please contact us at [[email protected]].

 

These Terms are a binding contract between you and ADMERGE, Inc., a Delaware corporation (“ADMERGE,” “us” or “we”), which owns and operates the website.  ADMERGEis headquartered in Irvine, California. You must agree to and accept all of the Terms, or you don't have the right to use the Services. By you accessing or using the Services in any way, it means that you agree to all of these Terms, and these Terms will remain in effect and be binding upon you for the entire time you use the Services. The word “Terms” means and includes all of the representations, warranties, agreements, covenants, acknowledgments and other provisions contained in this document, as well as those in our Privacy Policy and Copyright Dispute Policy.

 

  1. Changes and Updates

We are constantly trying to improve our Services, and the technology we use may also change, so these Terms may need to be updated to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the ADMERGEwebsite (or, in some cases, we may notify you by email, or by some other means).  Regardless of how we notify you, once the Terms have changed and you have been notified of such changes, your continued accessing of the website and/or use of the Services will make those changes binding upon you.

If you don't agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be entitled to access our website or use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

 

  1. No Professional Advice

ADMERGEDOES NOT, AND THE SERVICES ARE NOT INTENDED TO, PROVIDE LEGAL, TAX, INVESTMENT, FINANCIAL OR REAL ESTATE ADVICE. ADMERGEIS NOT A FINANCIAL OR INVESTMENT ADVISOR, OR A MORTGAGE LENDER.

 

  1. Privacy

ADMERGEtakes the privacy of its users very seriously. To read our ADMERGEPrivacy Policy, please click Privacy Policy.

The Children's Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under the age of 13 years. ADMERGEis a website engaged in commercial business which is intended to be only for adults who are over the age of 18 years. We do not knowingly collect or solicit personally identifiable information from children under the age of 13;  if you are under 13 years old, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13 years, we will delete that information as quickly as possible. If you believe that a child under 13 years may have provided us personal information, please contact us at [[email protected]].

 

  1. Eligibility to use the ADMERGE

Your ability to access and use the Services is dependent upon your being eligible to do so, by meeting the minimum requirements we have for such usage, as described herein.  By agreeing to these Terms of Use, you represent and warrant to ADMERGE, and we are relying upon the fact that: (a) you are an individual of at least 18 years of age, and reside in a State in the United states of America where these Services may lawfully be provided; (b) you have not previously been suspended or removed from the Services; (c) you have agreed to be bound by these Terms of Use and to comply with them in their entirety; and (d) your use of the Services is in compliance with all applicable laws and regulations in the State or other jurisdiction in which you reside.

 

  1. Account Registration

To access some features of the Services, you may be required to register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your email address or other contact information. You agree that the information you provide is accurate and that you will keep it accurate and up-to-date at all times. When you register, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you are responsible for all actions taken via your account. You may not share your user account(s) with others. You may only use the Services for transactions on your own behalf, and not on behalf of any other person.

You may be required to sign up for an account, and select a password and user name (“ADMERGEUser ID”). You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your ADMERGEUser ID a name that you don't have the right to use, or another person's name with the intent to impersonate that person. You may not select a ADMERGEUser ID which is offensive,  harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, incites violence,  or is otherwise objectionable or violates general standards of decency (an “Objectionable Statement”).  If, in the sole and exclusive discretion of ADMERGE, you have chosen to use such a ADMERGEUser ID, we reserve the right to refuse to allow you to use such ADMERGEUser ID, as well as to ban you from further access to the website or the Services. You may not transfer your account to anyone else without our prior written consent, which consent may be given or withheld in our sole and exclusive discretion, for any reason or no reason at all.

You represent and warrant that you are of legal age to form a binding contract. If you're agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity's behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to everyone in that organization or entity who may access or use, or attempt to access or use, the website or the Services).

You agree to only use the Services for your own internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you and to ADMERGE. If your use of the Services is prohibited by applicable laws, then you aren't authorized to use the Services. We cannot and will not be responsible for your using the Services in a way that breaks the law.  You will not share your account or password with anyone, and you must protect the security of your account and your password. You are solely responsible for any and all activity associated with your account.

 

  1. Further Restrictions

Your use of the Services is subject to the following additional restrictions:

  • No Copying, Distributing or Creating Derivative Works. You agree not to copy, distribute, display or create derivative works from, decompile, disassemble or reverse engineer any portion of the Services. You also agree not to remove, destroy or modify any copyright or other intellectual property notices or attributions that appear in the Services.

 

  • No Scrubbing or Scraping. Publicly available search engine providers may crawl or query the Services only for the purpose of creating an index with links to the Services’ web pages to generate web search engine results. All other automated queries of the Services (including, without limitation, screen and database scraping, spiders, robots, crawlers, bypassing “captcha” or similar precautions, and any other automated activity with the purpose of obtaining information from the Services (regardless of whether any of the foregoing is accomplished through the use of manual or automated means), is strictly prohibited unless you have received express written consent from ADMERGE, which consent may be given or withheld in our sole and exclusive discretion, for any reason or no reason at all. It is also prohibited to employ any other technology which is designed to accomplish, or has the same effect as, the type of automated queries described above.

 

  • No Right to Reproduce. This Agreement does not, and nothing herein is intended to, provide you with a license to use, reproduce, distribute, display or provide access to any portion of the Services in any manner whatsoever, including on any other website or collateral material. Photographs and graphic representations appearing on the website are either the property of ADMERGE, or have been licensed by ADMERGEfor use on this website or in connection with the Services, and no such photographs or graphic representations for any purpose without the express written consent of ADMERGE, which consent may be given or withheld in our sole and exclusive discretion, for any reason or no reason at all.

You represent, warrant, and agree that you will not contribute any content, upload or make any user submission, or otherwise use the Services or interact with the Services in any manner that does, or is designed to or attempts to do, any of the following:

  1. infringes or violates the intellectual property rights or any other rights of ADMERGEor of any other person or entity;

 

  1. violates any law or regulation, including without limitation any applicable export control laws;

 

  1. is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;

 

  1. jeopardizes the security of your or anyone else's ADMERGEaccount (such as allowing someone else to log in to the Services as you or someone other than who they are);

 

  1. attempts, in any manner, to obtain the password, account, or other security information from any other user;

 

  1. violates the security of any computer network, or cracks any passwords or security encryption codes;

 

  1. runs any e-mail list management program (such as mail list or listserv), any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure);

 

  1. copies or stores any significant portion of the Content; or

 

  1. decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services for a specific period or permanently.

 

Resumes, behavioral profiles, and references

 

You understand that ADMERGEowns this Website and all of the Services. You agree not to modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.

The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn't mean that all the restrictions above don't apply – they do!

 

  1. What if I want to upload anything to the Website? Do I have to grant licenses to anyone?

Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission.” Some User Submissions are viewable by other users.

For all User Submissions, you hereby grant ADMERGEa limited, royalty-free, license and right to use, to translate, modify (for technical purposes, for example making sure your content can be seen on other devices, like a mobile telephone, in addition to a computer), and to reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This limited license only grants us a right to use the User Submissions as indicated herein; ADMERGEwill not have or claim any ownership rights, title and interests in and to third-party User Submissions.

If you store a User Submission in a personal ADMERGEaccount or location, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant to ADMERGEthe same limited license indicated above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the ancillary Services necessary to do so.

If you share a User Submission in such manner that only a certain, specified number or set of users can view it, for example, as a private message to one or more third-party Users (a “Limited-View User Submission”), then you grant to ADMERGEthe same limited license indicated above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing all Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted and available given the functionality of the specific Services used.

If you share a User Submission publicly on the Services and/or in a manner that more than just you or certain specified users can view, or if you provide us (directly by e-mail, or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “Public User Submission”), then you grant ADMERGEthe same limited licenses indicated above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all ADMERGEusers, and providing all Services necessary to do so, as well as any other rights necessary to fully use and exploit such Public User Submission in connection with the Services for any purpose. Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.

You agree that the licenses you grant are royalty-free, perpetual, sublicenseable, irrevocable, and worldwide.

ADMERGEis under no obligation to edit or control your User Submissions or the User Materials of any other User and will not be in any way responsible or liable for any User Materials. ADMERGEmay, however, at any time and without prior notice, screen, remove, edit, or block any User Materials on the Services, including User Materials, that in ADMERGE’s sole and exclusive judgment violate these Terms or are otherwise Objectionable Statements subject to treatment by ADMERGEin the manner described above. You understand that when using the Services, you may be exposed to User Materials of other users and acknowledge that User Materials may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you may have against ADMERGEwith respect to User Materials. ADMERGEexpressly disclaims any and all liability in connection with User Materials. If notified by a user or content owner that User Materials allegedly do not conform with these Terms of Use, ADMERGEmay investigate the allegation and determine in ADMERGE’s sole and exclusive discretion whether to remove the User Materials, which ADMERGEreserves the right to do at any time and without notice.

 

ADMERGEhereby reserves the right to remove, or to refuse to permit to be uploaded, on the website any User Submission, including without limitation, any Personal User Submission, Limited-View User Submission and Public User Submission if, in the sole and exclusive discretion of ADMERGE, the same is or contains an Objectionable Statement.   Furthermore, by uploading any Personal User Submission, Limited-View User Submission or Public User Submission, you acknowledge and agree that nothing in this Terms of Service shall require, or be deemed to require, ADMERGE, or any other person, to create, adopt, offer or make available any Service or functionality in order to allow any such User Submission to operate, or otherwise to be accessible or operative.

 

Finally, you understand and agree that ADMERGE, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

What if I see something on the Website that infringes my copyright?

The Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like ADMERGE, asks Internet operators to remove material that allegedly violates someone's copyright.  We respect others' intellectual property rights, as we expect others to respect ours, and ADMERGEreserves the right, in its sole and exclusive discretion, to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers; to review our complete Copyright Dispute Policy and learn how to report potentially infringing content, click here Copyright Dispute Policy.  

  1. Who is responsible for my actions while on the Website?

Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person who posts or transmits such content onto the Website, and you access all such information and content at your own risk.  ADMERGEis not liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you or anyone else may interpret and use Content placed on the Website, or what actions you may take as a result of having been exposed to such Content, and by using the Website you hereby release and discharge ADMERGEfrom any and all liability for you having acquired or not acquired Content through the Services. We can't guarantee the identity of any Users with whom you interact in using the Services, and we are not responsible for which Users may gain access to the Services.

You alone are responsible for all Content you upload onto the Website, or transfer or contribute in any manner, to the Services, and you represent and warrant that you have all rights necessary to do so in the manner in which you contribute it, and that such Content does not include any Objectionable Statements. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.  ADMERGEmay, in its sole and exclusive discretion, remove or modify your User Submission at any time for any reason or for no reason at all.

The Services may contain links or connections to (or may otherwise integrate) third-party websites, applications or services that are not owned or controlled by ADMERGE. When you access third-party websites or use third party services within the Services, you accept that there are risks in doing so, and that ADMERGEis not responsible for such risks. We encourage you to be aware when you leave the Services, and to read the terms of use, privacy and other policies and guidelines published by each third-party website or service that you visit or utilize. These third parties are not affiliated with ADMERGE, and ADMERGEneither endorses nor verifies such individuals, websites or services in any manner (including, without limitation, with respect to their credentials, expertise, experience, or licenses).  ADMERGEfurther disclaims any liability or responsibility for any of the Content contained on any such third-party websites or services, or included in any such Services.

ADMERGEhas no control over, and assumes no responsibility for, the content, accuracy, privacy policies, services, or practices of, or opinions expressed in or by, any third-party websites, or by any third-party that you interact with through or in connection with the Services on our Website or on any third-party website.  In addition, ADMERGEexpressly will not, and cannot, monitor, verify, censor or edit the content of any third-party website or service.  Furthermore, by using our Services you acknowledge that information appearing on  or transmitted by such Services is either provided to ADMERGEfrom other non-affiliated third-parties (which may include publicly-available governmental or other sources), and, accordingly, has not been compiled, approved or verified in any way by ADMERGE.  By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service and/or from any errors in information displayed on the Services.

Your interactions with organizations and/or individuals found on or through our Website or the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third-parties. You agree that ADMERGEshall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings (including, without limitation, for any reviews or comments made about you on the Services by other Users). You agree that ADMERGEhas no obligation to remove any reviews or other information posted on the Services about you or any other person or entity. You alone are responsible for any and all statements or postings placed on such third-party websites or services, and for complying with all rules, regulations, policies and guidelines posted thereon.

ADMERGEshall have no liability arising from your failure to maintain accurate contact or other information in your user account.

If there is a dispute between participants on this site, or between users and any third party, you agree thatADMERGE_is under no obligation to be or become involved. In the event that you have a dispute with one or more other users, you release ADMERGE, its officers, employees, agents, and successors from any and all claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor."

 

  1. Will ADMERGEever change our Services?

ADMERGEis always trying to improve upon its features, functionality and Services, and from time to time we may upgrade our Services, incorporate new technologies or functionality into our Website, or otherwise change the Services. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We'll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn't always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole and exclusive discretion, and without notice.

  1. What else do I need to know?

Representations and Warranties of the Parties. 

BY ADMERGE:  Neither ADMERGE, nor any of its licensors, suppliers or affiliates, makes any representations or warranties concerning any content contained in or accessed through the Services (irrespective of the source of such content), and neither we nor they will be responsible or liable for the accuracy, completeness, compliance, legality, decency or appropriateness of any of the material contained in or accessed through the Services. We (and our licensors, suppliers and affiliates) make no representations or warranties regarding suggestions or recommendations of any products or services offered for sale or use, or purchased through, or during access to, the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from ADMERGEor others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY ADMERGE(AND ITS LICENSORS, SUPPLIERS AND AFFILIATES) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

BY EACH USER:  Each person who accesses, or attempts to access, this Website and/or any Services contained hereon (a “User”) represents and warrants to ADMERGE, and understands and acknowledges that ADMERGEis making access available to such person solely in reliance upon, each of the following express representations and warranties, as well as all other representations and warranties contained within these Terms even if not recited separately in this section, each of which shall be deemed made by each User, individually, effective as of the first date that access to the Website or any Service is first provided, and they shall be continuing and deemed affirmed by such User throughout the period of such usage, and again each time access is attempted or granted to the User by or through ADMERGE: (1) User is an individual, of at least eighteen (18) years of age, and a legal resident of a jurisdiction where ADMERGEmay lawfully operate and provide access to the Website and Services in such jurisdiction; (2) User has full power and capacity to enter into and be bound by legal agreements with third parties, including without limitation these Terms and all other agreements User may enter into with any person in connection with accessing or using the Website or any Service thereon, all of which shall be binding upon and enforceable against such User by any Court of competent jurisdiction in accordance with the Terms; (3) the User is able to read and understand legal agreements and other documents written in business English, and has read and understood in its entirety these Terms, and to the extent User does not understand any term or condition contained herein, User has consulted with someone of his or her choice to explain such term or condition to User’s satisfaction, and User is in agreement with, and shall fully perform as written, all of such terms and conditions and the other agreements and covenants set forth herein; (4) User is the only person who has or will access the Website or any Services using User’s personally-selected identifying name and password (such User’s “Authenticating Information”); User will take all reasonable steps to protect the security and integrity of his or her Authenticating Information, including without limitation that User has not, and will not, provide his or her Authenticating Information to any other person for any reason whatsoever, and if User becomes aware that his or her Authenticating Information has become stolen, misappropriated or otherwise compromised, User will notify ADMERGEin writing and take steps to change it; and (5) User is not aware of any fact, circumstance or condition which does, or is reasonably likely to, prohibit, restrict or limit User’s right or ability to agree to, become legally bound by, or perform fully each term, condition, provision, and agreement contained in these Terms, in accordance with and in the manner set forth in or contemplated by these Terms.  User further understands, and agrees with and acknowledges to ADMERGE, that the Terms of Use are reasonable for the safety, accessibility and convenience of all Users of the Website and the Service, and as such they are no more restrictive than necessary for their intended purposes. To the extent that a User may violate some or all of these Terms, (especially,  but without in any way limiting the scope or application of this provision, where such Terms are designed to protect the security, identity or intellectual property rights of any User, or of ADMERGE, the parties may avail themselves of all rights and remedies under applicable law and in equity, including without limitation, the right to seek specific performance, injunctive and other equitable relief, and each User hereby waives any bond or other, similar requirement prior to doing so, to the maximum extent permitted under applicable law.  In the event that ADMERGEshall ever be required to take any action to enforce, protect or defend its, or any User’s, rights under these Terms by litigation or arbitration, and if it should prevail (in whole or in part), then ADMERGEshall have the right to obtain from the non-prevailing party or parties, to the greatest extent permissible under applicable law, rule or regulation,  all of its fees and costs associated with such action, including without limitation, the costs and fees of its legal counsel.

 

Limitation of Liability.TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ADMERGE(OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO ADMERGEIN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (III) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

 

Indemnity. To the fullest extent allowed by applicable law, you agree to indemnify and hold ADMERGE, its owners, members, affiliates, officers, attorneys, agents, employees, representatives and partners, and each of them,  harmless from and against any and all claims, liabilities, obligations, damages (actual and consequential), losses and expenses (including attorneys' fees an costs) arising from or in any way caused by, related to or arising out of (a) any third party claims relating to your use of the Services (including any actions taken by a third party using your account with or without authorization) or (b) your violation of these Terms.  In the event of any claim, suit, action or other proceeding (a “Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification or any other of your obligations hereunder or under applicable law).

 

Equal Housing Opportunity.  We encourage and support an affirmative advertising and marketing program in which there are no barriers to obtaining housing because of race, color, religion, sex, handicap, familial status, or national origin.

Assignment. You may not assign, delegate or transfer these Terms, or any of your privileges, licenses, rights or obligations hereunder, or your Services account, in any way (whether by contract, or by operation of law or otherwise) without ADMERGE's prior written consent, which ADMERGE may give or withhold for any reason or for no reason. We may transfer, assign, or delegate, in whole or in past, these Terms and our rights and obligations hereunder, and any Service rights or obligations, in any manner without consent from any person.

 

Choice of Law; Arbitration. ADMERGE is controlled and operated from ADMERGE's United States offices in California, or in any other State to which we may move our corporate operations. ADMERGE makes no representation that the Services are appropriate or available for use in any particular location. ADMERGE may not provide Services in any jurisdiction in which it may not lawfully do so, and in the event someone does, or attempts to, access the Website or the Services from any such jurisdiction, ADMERGE expressly disclaims any agreement with such person, and such person may not, and shall not be deemed to have, created any binding obligation or liability upon ADMERGE under these Terms or otherwise within such jurisdiction. These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Orange County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") as then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, Orange  County, California, or the Southern District of California. Any arbitration under this Agreement will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND ADMERGEARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

 

Miscellaneous.You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that ADMERGE may, in in our sole and exclusive discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or ADMERGE to exercise, in any way, any right herein shall not be deemed to be the non-performance of an obligation hereunder, nor a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and ADMERGEagree that these Terms are the complete and exclusive statement of the mutual understanding between you and ADMERGE, and that they supersede and cancel any and all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby further represent, warrant, acknowledge and agree that you are not an employee, agent, partner, or joint venturer of or with ADMERGE, and you do not have any authority of any kind to bind ADMERGE, or to unilaterally amend or alter any of the terms and conditions contained in these Terms, in any respect whatsoever. You and ADMERGEagree there are no third party beneficiaries intended under these Terms.