Effective Date: July 13, 2021
Last Updated: July 13, 2021
1. Legally Binding Agreement
1.1. This Agreement has been prepared as a legally binding license agreement that conditions your use of this Site. This Agreement is for the purpose of protecting our rights inorder to provide you with access to the free information provided on our Site(“Site Content” or “Content”) and other features available on ourSite. If you do not want to be bound by all terms of this Agreement, you should immediately exit this Site and discontinue all use of our Site. If you remain on our Site or return at any point in the future, you agree to be bound by this Agreement.
1.2. Additional terms may be placed upon your purchase of the services and/or policies contained on our Site, and on your use of certain features on our Site (e.g., posting blogcomments). These additional terms will be specifically set forth in connection with such purchases and/or usage of features. By making such purchases and/or using such features, you agree to be bound by all additional terms connected to such purchases and/or features. If you donot want to be bound by such additional terms in connection with the purchase of services and/or policies addressed on our Site or in connection with youruse of any features on our Site, you should not make such purchases or use such features.
2. Revisions to Agreement
3. Your Rights
On the condition that you comply with all your obligations under this Agreement, Concertiv grants you a limited,revocable, non-exclusive, non-assignable, non-sublicenseable right to access,through a generally available web browser or mobile device or application (butnot through scraping, spidering, crawling or other technology or software usedto access data without the express written consent of Concertiv), viewinformation and use any and all services that we provide on our webpages. Any use of this Site in excess of these rights is strictlyprohibited and constitutes a violation of this Agreement, which may result inthe termination of your right to access and use this Site.
4. Site Access Privileges
4.1. Your access to our Siteis permitted on a temporary basis. We reserve the right to withdraw oramend the service we provide on our Site without notice. We affirmativelydisclaim any liability for any occasions on which our Site may be unavailablefor your use.
4.2. Your access privileges are conditioned upon your adherence to the terms of this Agreement. Ifyou violate any of the terms of this Agreement, you agree that we may deny youaccess to the Site.
5. Assignment and Delegation
You agree not to assign or delegateany rights or obligations under the Agreement. Any purported assignmentand delegation shall be ineffective. Concertiv, Inc. may assign or delegateall rights and obligations under the Agreement, fully or partially withoutnotice to you. We may also substitute, by way of unilateral novation(replacement), effective upon notice to you, Concertiv, Inc. for any thirdparty that assumes our rights and obligations under this Agreement.
6. Policy and Service Information on Our Site
6.1. We take reasonable efforts to provide up-to-date information on our Site about the insurancepolicies and services we offer. However, in order to ensure that you havethe most accurate information concerning any policies or services that you arecontemplating purchasing, you should always confirm the current terms andconditions with Concertiv.
6.2. Site Content is notintended as professional advice on which reliance should be placed. Aproduct or service shown on our Site may not necessarily be suitable for you—this is for you to decide (and, if in doubt, you should seek appropriateindependent advice).
6.3. If you are eligible anddecide to purchase a policy of insurance through our Site, by doing so youconfirm that all answers given by you in your policy application are true andcorrect, that you have read and understood the relevant policy terms andconditions, and that you are satisfied the policy meets your needs.
6.4. Concertiv cannot, anddoes not, guarantee that you will be issued a policy if you apply for one.
6.5. The information andstatements you give, together with the policy terms and conditions, will formthe basis of your contract of insurance if, in fact, any such contract ofinsurance is issued. Failure to provide true and complete informationcould result in any insurance policy that may be issued to you being rescindedor voided.
7. Intellectual Property Rights of Concertiv
7.1. All original Content created and posted by Concertiv on our Site (hereinafter referred to as the“Materials,” which include, but are not limited to, written Content preparedand posted by Concertiv, and the Site design, layout, look, appearance, andgraphics), as well as the trademarks, service marks, and logos contained on our Site are owned by or licensed to Concertiv and are subject to copyright,trademark, and other intellectual property rights under the United States andforeign laws and international conventions. Concertiv reserves all rightsnot expressly granted in, and to, our Site and the Materials on our Site.
7.2. Your use of thetrademarks, service marks, and/or logos displayed on our Site, or any otheroriginal Materials on our Site, except as specifically permitted within thisAgreement, is prohibited without the prior, written permission of Concertiv,which may be requested by contacting Concertiv’s Compliance Counsel via e-mailat [firstname.lastname@example.org] or by mail to Concertiv, Inc., Attention: Compliance Counsel, 275 Seventh Avenue, 7th Floor, New York,NY 10001. Any unauthorized use of the Materials, trademarks, servicemarks, and/or logos on our Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and/or communications regulations and statutes.
8. Permissible and Prohibited Uses of Site and Site Materials
8.1. You may download or print a copy of any of the Materials on our Site for your personal reference andnon-commercial use. However, if you download or print a copy of any ofthe Materials for your own personal reference and non-commercial use, you agreeto retain all copyright and other proprietary notices contained in and on the Materials.
8.2. Concertiv and/or itslicensors (individuals or entities which have licensed Content to Concertiv) may, on occasion, provide individuals or entities with a written licensepermitting the use of certain Materials on our Site for commercialpurposes. However, you agree that you will not use any part of theMaterials for any commercial purposes without first obtaining a writtenlicense from Concertiv or its licensors specifically permitting theuse of such Materials for commercial purposes.
8.3. You agree not to offerfor sale or sell or distribute over any medium any part of our Site or SiteMaterials whatsoever. You further agree not to use any of our trademarksas metatags on other websites. You agree not to make any part of our Siteavailable as part of another website, whether by hyperlink framing on theInternet or otherwise, without our prior written approval. To apply forsuch authorization, you must either contact Concertiv’s Compliance Counsel viae-mail at [email@example.com]or by mail to Concertiv, Inc., Attention: Compliance Counsel, 275 Seventh Avenue, 7th Floor, NewYork, NY 10001, with the following details:
· Your name of the nameof the technical contact responsible for the link(s);
· The name of yourcompany;
· Your e-mail addressand telephone number; and
· The purpose or use youwould like to make of the Materials.
8.4. If you print off, copy, download, or otherwise use any part of our Site in breach of this Agreement,you agree that your right to use our Site will cease immediately and youfurther agree to return or destroy any copies of the Materials you have made ifwe so request.
8.5. You agree that you will not circumvent, disable, or otherwise interfere with security-related featuresof our Site or features that prevent or restrict use or copying of anyMaterials or enforce limitations on use of our Site or the Materials on ourSite. You specifically agree that you will not misuse our Site byknowingly introducing viruses, Trojans, worms, logic bombs, or other materialthat is malicious or technologically harmful. You further agree not toattempt to gain unauthorized access to our Site, the server on which our Siteis stored, or any server, computer, or database connected to our Site. You also agree not to attack our Site via a denial-of-service attack or adistributed denial-of service attack. Unauthorized use and misuse of ourSite is strictly prohibited, and, depending on the circumstances, may subjectyou to a civil claim for damages and/or criminal prosecution. If youcommit any breach of this provision, you could be committing a civil and/orcriminal offense, and we reserve the right to report any such breach of thisprovision to the relevant law enforcement authorities. In the event ofsuch a breach, your right to use our Site will cease immediately.
9. Links to Other Sites
From time to time, our Site may include links to other websites and resources provided by third parties. These links are provided solely for your convenience. Links are not intended to imply sponsorship, affiliation, or endorsement. We have nocontrol over the contents of those sites or resources, do not endorse theircontent, and have no responsibility for any such sites or for any loss or damagethat may arise from your use of them. Use or reliance on any externallinks provided and the content thereon is at your own risk. If youbelieve that we have provided a link to a site that contains infringing orillegal content, or which makes available “hacker” tools or other circumventiondevices, we ask that you notify us so that we may evaluate whether, in our solediscretion, to disable it. You should review any available website termsof use and/or privacy policies on third-party sites before using such sites orsharing any information with such sites, because, under such third party sites’agreements and policies, you may be agreeing to terms and conditions that aredifferent in scope and substance than those set forth in this Agreement.
11. Content You Post on OurSite: Your Responsibilities; Your Grant of Non-Exclusive License to Concertiv;Attribution; and Removal Rights
11.1. Our Site provides blogs and other features for user communication. You are entirely responsiblefor the Content of, and any harm resulting from, any Content you post to ourSite (collectively, “Your Contributions” or “Contributions”).
11.2. License,Representation, and Warranty. By posting Your Contributions on this Site, you grant Concertiv a perpetual, non-exclusive (meaning you are free tolicense Your Contributions to anyone else in addition to Concertiv), fully-paidand royalty-free (meaning that Concertiv is not required to pay you for any ofYour Contributions), sublicensable (meaning Concertiv can sublicense its rightsto third parties), and worldwide (because the Internet and our Site are globalin nature and reach) license to use, modify, create derivative works of,publicly display, reproduce, and/or otherwise distribute YourContributions. You further represent and warrant that you own all rightsto Your Contributions.
11.3. Attribution of User-Generated Content. You agree that Concertiv may publiclyidentify you, without prior notification or consent, as the source of anyUser-Generated Content provided by you, and that such right shall survive thetermination of your Site privileges, as well as the termination of thisAgreement.
11.4. Removal Right. You expressly agree that we may remove, disable, or restrict access to, or theavailability of, any of Your Contributions from this Site (including, but notlimited to, Contributions that you have posted or stored) that we believe, ingood faith and in our sole discretion, to violate the terms of this Agreement(whether or not we are in fact correct in our assessment), or which is thesubject of a Notification duly sent to us pursuant to the Digital MillenniumCopyright Act (“DMCA”). As addressed in detail in Section 14 herein, ifyou believe that we have acted mistakenly with respect to certainContributions, you may contact Concertiv’s Compliance Counsel via e-mailat [firstname.lastname@example.org], or by mail to Concertiv,Inc., Attention: Compliance Counsel, 275 Seventh Avenue, 7th Floor, NewYork, NY 10001, in which case we may investigate the matter further. Wereserve the right, however, to take no further action.
12. Your Affirmative Representations
Concerning You and Your Contributions When you post Contributions on our Site, you affirmatively represent and promise that:
· You are thirteen (13)years of age or older;
· Any information yousubmit is truthful and accurate;
· You own or have sufficient legal rights to post
Your Contributions on or through the Site;
· Your Contributions do not violate the privacy rights, publicity rights, intellectual property rights,contract rights, or any other rights of Concertiv or any other person orentity;
· You have obtained andfully complied with any requisite third-party licenses relating to YourContributions, and agree to pay for royalties, fees, and any other monies owingany person by reason of the Contributions that you post to or through our Site;
· Your Contributions: (i) Are not defamatory, damaging, disruptive, unlawful, inaccurate,pornographic, vulgar, indecent, profane, hateful, racially or ethnicallyoffensive, obscene, lewd, lascivious, filthy, threatening, excessively violent,harassing, or otherwise objectionable or incite, encourage, or threatenimmediate physical harm against another, including but not limited to,Contributions that promote racism, bigotry, sexism, religious intolerance, orharm against any group or individual; (ii) Do not contain material thatsolicits Personal Information from anyone under the age of thirteen (13); (iii)Do not exploit anyone in a sexual or violent manner; and (iv) Do not otherwiseviolate any applicable laws or regulations;
· Your Contributions donot contain advertisements or solicit any person to buy or sell products orservices (other than Concertiv’s products and services);
· You will not use ourSite for any unauthorized purpose, including collecting user names and/ore-mail addresses of other users by electronic or other means for the purpose ofsending unsolicited e-mail or other electronic communications or engaging inthe unauthorized framing of, or linking to, the Site without the expresswritten consent of the Company;
· You will not postContributions that constitute, contain, install, or attempt to install orpromote spyware, malware, or other computer code, whether on Concertiv’s orothers’ computers or equipment, designed to enable you or others to gatherinformation about, or monitor the online or other activities of, any individualor entity;
· You will not transmitchain letters, bulk, or junk e-mail or interfere with, disrupt, or create undueburden on the Site or the networks or services connected to our Site, or usethe system to send unsolicited or commercial e-mails, bulletins, comments, orother communications; andYou will not impersonate any otherperson or entity; sell or let others use your profile or password (to theextent applicable); provide false or misleading identification or addressinformation; or invade the privacy, or violate the personal or proprietaryright, of any person or entity.
13. Updating Your Contact Information
If you choose to provide us with contact information, you agree to update your contact information if it changesso we can contact you if necessary. You acknowledge and agree that, ifyou fail to timely update your contact information, we shall have no liabilityassociated with, or arising from, your failure to provide us with accurate contactor other information.
14. Good Samaritan Third-PartyContent Policy and Complaint Procedures
14.1. Policy. It is our policy not to allow any Content on this Site that may constituteintellectual property infringement; violation of U.S. federal, state or locallaws; child pornography; or obscene, defamatory or otherwise objectionablematerial. Upon learning of the existence of any such Content, we will doour best, in good faith, to edit, remove, disable, change or restrict accessto, or the availability of, Content that, in our subjective view and in oursole discretion, is infringing, racist, obscene, obscene as to minors, childpornography, lewd, lascivious, filthy, excessively violent, harassing, orotherwise objectionable. The provisions of this Section are intended toimplement this policy but are not intended to impose a contractual obligationon us to undertake, or refrain from undertaking, any particular course ofconduct.
14.2. Complaint Procedures. If you believe that another Concertiv Site user or thirdparty has posted Content that violates this policy (other than in cases ofcopyright infringement, which is addressed in Section 15 herein), we ask you topromptly notify Concertiv’s Compliance Counsel via e-mail at [email@example.com], or by mail to Concertiv, Inc., Attention: Compliance Counsel, 275 Seventh Avenue, 7th Floor, New York,NY 10001. In order to allow us to respond effectively, please provide uswith as much detail as possible, including: (a) The nature of the rightinfringed or violated (including the registration numbers of any registeredtrademarks or patents allegedly infringed) or the unacceptable or inappropriateContent; (b) All facts which lead you to believe that a right has been violatedor infringed, if applicable; (c) The precise location where the offendingContent is located; (d) Any grounds to believe that the party or user whoposted the Content was not authorized to do so or did not have a valid defense(including the defense of fair use), if applicable; and (e) If known, the identityof the person or persons who posted the infringing or offending Content; and(f) In the case of alleged copyright claims, information sufficient to identifythe work and your claims to ownership.
14.3. Indemnification/Waiverof Certain Rights. By contacting us and complaining of an allegedviolation, you agree that the substance of your complaint shall be deemed toconstitute a representation made under penalty of perjury under the laws of theState of New York. In addition, you agree, at your own expense, to defendand indemnify us and hold us harmless against all claims which may be assertedagainst us, and all losses incurred, as a result of your complaint and/or ourresponse to it.
14.4. Waiver of Claims and Remedies. We expect our Site visitors to take responsibility fortheir own actions and cannot assume liability for any acts of third partiesthat take place at this Site. By taking advantage of the GoodSamaritan procedures set forth herein, you waive any and all claims or remedieswhich you might otherwise be able to assert against us under any theory of law(including, but not limited to, intellectual property laws) that arise out of,or relate in any way to, the Content on this Site or our response, or failureto respond, to a complaint.
14.5. Investigation/Liability Limitation. You agree that we have the right (but not the obligation)to investigate any complaint received. By reserving this right, we do notundertake any responsibility to investigate complaints or to remove, disable,or restrict access to, or the availability of, Content. We support freespeech on the Internet, and therefore will not act on complaints that webelieve, in our subjective judgment, to be deficient or incomplete. If you believe that Content remains on this Site that violates your rights, yoursole and exclusive remedy shall be against the user or other party responsiblefor posting such Content, not against us. Your sole and exclusive remedyagainst us will be to terminate your use of this Site and service.
15. Digital Millennium Copyright ActPolicy and Infringement Notification Procedures
15.1 Policy. Concertiv’s policy is to respond expeditiously to clear notices of allegedcopyright infringement that comply with the United States DMCA. This sectiondescribes Concertiv’s process for infringement notification and counternotification; Concertiv’s policy of terminating user rights for repeatcopyright infringers; and Concertiv’s accommodation of standard technicalmeasures used by copyright owners to identify or protect copyrightedworks. The information contained herein is intended to comply with Concertiv’sobligations under the DMCA and does not constitute legal advice. Uponreceipt of proper notification of claimed infringement, Concertiv will followthe procedures outlined herein and in the DMCA.
15.2. Contact Information for Concertiv’s Designated Agent. Concertiv’s DesignatedAgent to receive notification of alleged infringement, as well as any counternotifications, under the DMCA is:Concertiv’s Compliance CounselE-Mail: [firstname.lastname@example.org] Physical Mail:
15.3. Notice and Take down Procedure. This section addresses the information requiredfor infringement notices. It is designed to make submitted notices ofalleged infringement to Concertiv as straightforward as possible. Theform of notice specified below is consistent with the form suggested by theDMCA (the text of which can be found at the U.S. Copyright OfficeWebsite, http://www.copyright.gov(opens anew window)), but Concertiv will respond toother appropriate forms of notice as well.It is anticipated that all users ofany part of Concertiv’s Site will comply with all applicable copyrightlaws. However, if Concertiv receives proper notification of claimedcopyright infringement, Concertiv’s response to these notices will includeremoving or disabling access to material claimed to be the subject ofinfringing activity and, as appropriate, terminating user rights to postfurther Content on Concertiv’s Site, regardless of whether Concertiv could beliable for such infringement under the laws of the United States or anotherjurisdiction.If Concertiv removes or disablesaccess in response to such a notice, Concertiv will make a good faith attemptto contact the owner or administrator of the affected Site or Content so thatthey may make a counter-notification pursuant to the DMCA. Concertiv alsomay document notices of alleged infringement upon which Concertiv acts.
15.4. Copyright Infringement Notification. If you believe that Content available onor through this Site infringes one or more of your copyrights, or that yourintellectual property rights have otherwise been violated through Contentposted on this Site, please send Concertiv’s Designated Agent, whose name andcontact information is provided above, a written Copyright InfringementNotification (“Notification”), preferably through e-mail, that complies withthe DMCA and provides all of the information described below:
· Identification of thecopyrighted work claimed to have been infringed, or, if multiple copyrightedworks at a single online Site are covered by a single notification, arepresentative list of such works at that Site;
· Identification of thematerial that is claimed to be infringing or to be the subject of infringingactivity and that is to be removed or access to which is to be disabled, andinformation reasonably sufficient to permit Concertiv to locate the material;
· Information reasonablysufficient to permit Concertiv to contact the complaining party, such as anaddress, telephone number, and, if available, an e-mail address at which thecomplaining party may be contacted;
· A statement that thecomplaining party has a good faith belief that use of the material in themanner complained of is not authorized by the copyright owner, its agent, orthe law;
· A statement that theinformation in the notification is accurate, and under penalty of perjury, thatthe complaining party is authorized to act on behalf of the owner of anexclusive right that is allegedly infringed; and
· A physical orelectronic signature of the owner or a person authorized to act on behalf ofthe owner of an exclusive right that is allegedly being infringed. Please Note: Pursuant to federal law, you may be liable for damages andattorneys’ fees if you make any material misrepresentations in aNotification. Thus, if you are not sure whether Content available on Concertiv’sWebsite infringes your copyright, we suggest that you first contact yourpersonal attorney for the purpose of obtaining independent legal advice withrespect to the Notification. Acknowledgement. You acknowledge and agree that if you fail to complywith all of the requirements of this Notification, your Notification may not bevalid.
15.5. Counter Notification. If you believe that material that you posted to theSite has been wrongfully removed in response to a Copyright InfringementNotification submitted by a copyright owner pursuant to the DMCA, you may sendus a Counter Notification (“Counter Notification”) asking that the material berestored (if you are eligible to have the material restored, as outlinedbelow). To file a Counter Notification, please provide Concertiv’sDesignated Agent, whose name and contact information is provided above, awritten Counter Notification, preferably through e-mail, that complies with theDMCA and provides all of the information described below:
· Identification of thematerial that has been removed or to which access has been disabled and thelocation at which the material appeared before it was removed or access to itwas disabled;
· A statement underpenalty of perjury that you have a good faith belief that the material wasremoved or disabled as a result of mistake or misidentification of the materialto be removed or disabled;· Your name, address,and telephone number;
· A statement that youconsent to the jurisdiction of United States District Court for the [insertname of federal judicial district where you live] (or, if you are locatedoutside of the United States, in the United States District Court for theEastern District of New York);
· A statement that youwill accept service of process from the person who submitted the Notificationor his/her agent; and
· Your signature, inphysical or electronic form.
Please Note: Pursuant to federal law, you may be liable fordamages and attorneys’ fees if you make any material misrepresentations in a Counter Notification. If you have any questions as to your right to senda Counter Notification, we suggest that you contact your personal attorney forthe purpose of obtaining independent legal advice with respect to theNotification. Upon receipt of such CounterNotification, Concertiv will promptly provide a copy of the CounterNotification to the person who submitted the original Copyright Infringement Notification,and will inform such person that Concertiv will replace the removed material orwill cease disabling access to it in 10 business days. In response to aCounter Notification, that person may file a lawsuit against you seeking adetermination of his/her rights with respect to the material.Concertiv will replace the removedmaterial and cease disabling access to it not less than 10, nor more than 14,business days following receipt of the Counter Notification, unless Concertiv’s Designated Agent first receives notice from the person who submitted theoriginal infringement Notification that he/she has filed an action seeking acourt order to restrain the alleged infringer from engaging in infringingactivity relating to materials on Concertiv’s system or network.
15.6. Termination of Rightsfor Repeated Infringement. In accordance with the DMCA, Concertiv’spolicy is to terminate, in appropriate circumstances, the rights of users whoare repeat copyright infringers to access or use Concertiv’s Website.
15.7. Accommodation of Standard Technical Measures. It is Concertiv’s policy to accommodateand not interfere with standard technical measures (used by copyright owners toidentify or protect copyrighted works) that Concertiv determines are reasonableunder the circumstances.
16. Disclaimer of Warranties
16.1. In order to provide youwith access to and usage of the Content on our Site, we offer and make nowarranties or representations about any benefits or opportunities that you canobtain at this Site.
16.2. Neither we nor any thirdparties provide any guarantees, representations, statements, or warranties ofany kind, either expressed or implied, as to the accuracy, completeness,timeliness, correctness, and/or suitability of any information or materialsdisplayed on our Site. You acknowledge that such information andmaterials may contain inaccuracies or errors.
16.3. We do not warrant thataccess to our Site will be uninterrupted, available at any particular time orlocation, that the Content is error-free, that errors and/or defects will becorrected, that your use of Content displayed on our site will not infringerights of third parties, or that this Site or the server that makes itavailable are free of viruses or other harmful components.
16.4. We make no warranty orrepresentation that the material on our Site is appropriate or available foruse in any location or is compliant with all local laws. You acknowledgethat access to our Site is at your own risk.
16.5. To the fullest extent permitted by applicable law, we hereby expressly disclaim all express andimplied conditions, warranties, and other terms. This disclaimerincludes, but is not limited to, implied warranties of merchantability andfitness for a particular purpose and any liability for direct, indirect, orconsequential loss or damage incurred by any user in connection with our Site;or in connection with the use, inability to use, or results of the use of our Site, any websites linked to it, and any materials posted on it, whether causedby negligence, breach of contract, or otherwise, even if foreseeable. Further, this disclaimer applies to any damages or injury caused, or alleged tobe caused, by any failure of performance, error, omission, interruption,deletion, defect, delay in operation or transmission, computer virus,communication line failure, theft, destruction, or unauthorized access to,alteration of, or use of record, whether for breach of contract, tortiousbehavior, negligence, or under any other cause of action.
17. Limitation and Release ofLiability
17.1. In order toprovide you with access to, and usage of, the Content on our Site, to thefullest extent permitted by law, neither we, nor any other party involved increating producing or delivering this Site will be liable for any direct,indirect, incidental, consequential, special or punitive damages, howevercaused, arising out of your access to, use of, or reliance on any informationor materials provided on the Site, including, without limitation, for anyerrors, inaccuracies, omissions, or other defects in, or lack of timeliness orinauthenticity of, the information contained on the Site, or for any delay orinterruption of access to the information contained on the Site or transmissionof data with you or any user, or for any claims or losses arising therefrom oroccasioned thereby, even if we have been advised of the possibility of suchdamages.
17.2. We will not be liable for any loss or damage caused by a distributed denial-of-service attack,viruses, or other technologically harmful material that may infect yourcomputer equipment, computer programs, data, or other proprietary material dueto your use of our site or to your downloading of any material posted on it, oron any website linked to it. Further, we cannot, and do not,guarantee continuous, uninterrupted or secure access to the Site.
17.3. Release of Liability. You expressly agree that your access to, and use of, our Site, any Content thereon, and any product or service purchased or obtainedthrough our Site are at your sole risk and are further subject to anyadditional terms and conditions provided with respect to any purchase you makeand/or any service you utilize on our site. You agree to release, discharge, and hold harmless Concertiv, Inc. and all subsidiaries, affiliated,and related companies, and each of its and their respective officers,directors, employees, representatives, contractors, and agents (collectively,the “Released Parties”), from and against any claims, damages, expenses, andliability arising from or related to any injuries, damages, or losses to anyperson or property of any kind resulting in whole or in part, directly orindirectly, from your use of, accessing, or participation in any feature of theSite, including, without limitation, your breach of this Agreement or the useby us or our designees of any rights granted by you. You further releasethe Released Parties from, and specifically acknowledge that the ReleasedParties are not liable for, any defamatory, offensive, or illegal conduct ofother Site users or any third party, and that the risk of injury from theforegoing rests entirely with you.
You agree, at your own expense, toindemnify, defend, and hold harmless the Released Parties (defined above)against all losses, expenses, damages, and costs, including reasonableattorneys’ fees, arising in any way from: (a) your use of the Site; (b) your unauthorized use of any Content and/or Concertiv’s products or services; (c)your breach or violation of this Agreement and any applicable laws; and/or (d)any allegation that any submissions or other materials you submit to usotherwise violate the copyright, trademark, trade secret, or other intellectualproperty or other rights of any third party. Concertiv reserves theright, at its own expense, to assume the exclusive defense and control of anymatter subject to indemnification, and in such case, you agree to cooperatewith Concertiv in the defense of any such claim.
19. Effect of User Violation of Agreement or Misuse of Site
19.1. Restriction,Suspension or Termination of Site Access. Concertiv may, in its solediscretion, restrict, suspend or terminate your right to access this Site ifyou violate this Agreement or otherwise misuse the Site or your Siteprivileges. Concertiv may block access to this Site, in whole or in part,from an IP address or range of IP addresses associated with any restricted,suspended or terminated User.
19.2. Survival. The terms of this Agreement shall expressly survive any such suspension ortermination.
20. Choice of Law/Agreement toArbitrate in New York, New York/Exception to Arbitration Agreement
20.1. Choice of Law. Except for any disputes relating to intellectual property rights, obligationsor any infringement claims, which shall be governed by U.S. federal law, anydisputes between you and Concertiv arising out of, or relating to, theAgreement (“Disputes”) shall be governed by New York law regardless of yourcountry of origin or where you access Concertiv.com, and notwithstanding anyconflicts of law principles. All such disputes shall be construed inaccordance with the laws of the United States and of the State of New York asapplied to transactions entered into, and to be performed by, wholly within New York between New York residents.
20.2. Agreement to Arbitrate. All Disputes arising out of, or relating to, thisAgreement (including formation, performance, breach, enforceability, andvalidity of this Agreement) or our operation of this Site shall be resolved byfinal and binding arbitration to be held in the English language in the City ofNew York, New York, pursuant to the rules of the American ArbitrationAssociation. The arbitrator, and not any federal, state, or local courtor agency, shall have exclusive authority to resolve any dispute relating tothe interpretation, applicability, enforceability, or formation of thisAgreement, including, but not limited to, any claim that all or any part, ofthis Agreement is void or voidable. Further, if you are located outsideof the United States, we retain the right to bring proceedings against you forbreach of this Agreement in your country of residence or any other appropriatecountry.
20.3. Exception toArbitration Agreement. Either party to this Agreement may obtain preliminary injunctive relief in the Circuit Court of New YorkCounty, New York,located in the City of New York, New York, for the purpose of enforcing any of the terms of this Agreement pending a final determination in arbitration orpermanent relief for the purpose of enforcing arbitral awards.
21. Complete Agreement/No Additional Representations
This Agreement constitutes the entire agreement between you and Concertiv relating to your access to, and useof, this Site and supersedes any prior or contemporaneous representations oragreements. This Agreement may not be modified, either expressly or byimplication, except as set forth herein in Section 2.
If any portion of this Agreement isr uled invalid or otherwise unenforceable, it shall be deemed amended in orderto achieve as closely as possible the same effect as originally drafted. Any invalid or unenforceable portion should be construed as narrowly as possible in order to give effect to as much of the Agreement as possible.
23. Company Information
Concertiv, Inc is a private company registered in Delaware, USA, under charter number [ ], and has its registered office at [ ].