Terms of Service
Terms of Service
Effective Date: February 19, 2018
Please read these Terms of Service (“Terms”) carefully as they set forth the legally binding terms and conditions for your use of the Service (defined below).
These Terms contain a binding arbitration agreement and class action waiver. It affects your legal rights. Please read it.
Introduction and Overview
If You Want to Use This Service
Carefully read these Terms (including all links to details), as they constitute a written agreement between you and us and they affect your legal rights and obligations. The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms. If you are under the age of majority in your jurisdiction of residence, you may use the Service only with involvement of a parent or guardian who agrees to these Terms and to be responsible for your use.
Each time you access and/or use the Service (other than to simply read these Terms), you agree to be bound by and comply with these Terms and any applicable Additional Terms (defined below) then posted. Therefore, do not use the Service if you do not agree. The business realities associated with operating the Service are such that, without the conditions that are set forth in these Terms – such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and our arbitration of certain disputes – we would not make the Service available to you.
In some instances, both these Terms and separate guidelines, rules, or terms of service or sale setting forth additional or different terms and/or conditions (collectively “Additional Terms”) will apply to your use of the Service or to a service or product offered via the Service. To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.
These Terms are posted in interactive format to ease your review, especially using a small screen Device (defined below). It is important that you read and understand these entire Terms before using the Service. To ease review, each section below includes a brief introductory summary and a link to the full explanation. Please note that the complete provisions, and not the headings or summaries shall govern. You can click on the headings to show the full explanation. Any capitalized terms that appear, but are not defined in the introduction, have the meanings given to them elsewhere in the Terms.
Service Content, Ownership, Limited License, and Right of Others
We only grant you a limited revocable license to use the Service for your own non-commercial use subject to rules and limitations.
The Service contains a variety of: (i) materials and other items relating to LDW and its products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material (including source and object code); (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of LDW (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”).
The Service (including past, present, and future versions) and the Content are owned or controlled by LDW and our licensors and certain other third parties. All right, title, and interest in and to the Content available via the Service is the property of LDW or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. LDW owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service.
Subject to your strict compliance with these Terms and any Additional Terms, LDW grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to (i) download (temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) and/or print one copy of the Content for your personal, non-commercial use only. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in LDW’s sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms.
Rights of Others
In using the Service, you must respect the intellectual property and other rights of LDW and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. LDW respects the intellectual property rights of others. If you believe that your work has been infringed by means of an improper posting or distribution of it via the Service, then please contact us.
Reservation of All Rights Not Granted As To Content and Service
These Terms and any applicable Additional Terms include only narrow, limited grants of rights to LDW Content and to use and access the Service. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by LDW and its licensors and other third parties. Any unauthorized use of any LDW Content or the Service for any purpose is prohibited.
Content You Submit
LDW may now or in the future offer users of the Service the opportunity to submit information or materials through the Service, (“Submissions”). Subject to the rights and license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your Submissions and you remain ultimately responsible for it.
Non-Confidentiality of Your Submissions
License to LDW of Your Submissions
You represent and warrant that you own or otherwise control all of the rights to your Submissions; that the Submissions are accurate; that use of your Submissions does not violate these Terms and will not cause injury to any person or entity; and that you will indemnify LDW for all claims resulting from your Submissions.
LDW’s Exclusive Right to Manage Our Service
LDW may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your Submissions, and LDW may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of Submissions without notice or any liability to you or any third party in connection with our operation of Submissions venues in an appropriate manner. Without limitation, we may do so to address content that comes to our attention that we believe is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties or these Terms or any applicable Additional Terms.
LDW has no obligation to monitor or enforce your intellectual property rights to your Submissions, but you grant us the right to protect and enforce our rights to your Submissions, including by bringing and controlling actions in your name and on your behalf (at LDW’s cost and expense, to which you hereby consent and irrevocably appoint LDW as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
Service and Content Use Restrictions
Your use of our Service is subject to various restrictions designed to protect the Service and our users. We may change or discontinue our Service in whole or in part.
Service Use Restrictions
You agree that you will not: (i) aside from your use of the services offered by LDW or its affiliates, use the Service for any political or commercial purpose; (ii) use any meta tags or any other “hidden text” utilizing any Trademarks; (iii) engage in any activities through or in connection with the Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to LDW; (iv) to the maximum extent permitted by applicable law, reverse engineer, decompile, disassemble, reverse assemble, or modify any Service source or object code or any software or other products, services, or processes accessible through any portion of the Service; (v) engage in any activity that interferes with a user’s access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, LDW, or other users of the Service; (vi) interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service, the Content, or your Submissions; (vii) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Service, including e-mail addresses, without the express consent of such users); (viii) attempt to gain unauthorized access to the Service, other computer systems or networks connected to the Service, through password mining or any other means; or (ix) otherwise violate these Terms or any applicable Additional Terms.
Content Use Restrictions
You also agree that, in using the Service: (i) you will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Service by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content; (iv) you will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) you will not make any modifications to such Content; (vi) you will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any applicable Additional Terms or with the prior written consent of an officer of LDW or, in the case of Content from a licensor, the owner of the Content; and (vii) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.
Availability of Service and Content
LDW may immediately suspend or terminate the availability of the Service and Content (and any elements and features of them), in whole or in part, for any reason, in LDW’s sole discretion, and without advance notice or liability.
Reservation of All Rights Not Granted as to Content and Service
These Terms and any applicable Additional Terms include only narrow, limited grants of rights to make use of Content and to use and access the Service. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by LDW and its licensors and other third parties. Any unauthorized use of any Content or the Service for any purpose is prohibited.
You may have the opportunity to register, open, revise and close accounts with the Site (“Accounts”) subject to certain rules. We may offer you the ability to make choices regarding how and to whom some aspects of your Account are used and seen, but these may not be completely effective.
If you are a test candidate and register for any feature that requires a password and/or username, we, or the test sponsor, may send you an e-mail notification with a username and password and you agree that: (i) You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete; (ii) You are solely responsible for all activities that occur under your account, password, and username – whether or not you authorized the activity; (iii) You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Device so that others may not access any password protected portion of the Service using your name, username, or password; (iv) You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security; and (v) You will not sell, transfer, or assign your account or any account rights.
We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.
If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any applicable Additional Terms, or any applicable law, then we may suspend or terminate your account. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits – all in our sole discretion, for any reason, and without advance notice or liability.
Notices, Questions, and Customer Service
Click here to contact us for customer service or questions. You agree we may provide you notices, including of new terms and conditions, by posting notice on the home page or by other reasonable means, such as to the e-mail you provided. You agree that: (1) we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the home page of the Service, or in another reasonable manner; and (2) we may contact you by mail or e-mail sent to the address provided by you. You agree to promptly notify us if you change your e-mail or mailing address. All legal notices to us must be sent to Leadership Development Worldwide, LLC, One Turks Head Place, Suite 1308, Providence, RI 02903, Attn: Legal Department.
If you have a question regarding using the Service, you may contact LDW Customer Support by sending an e-mail to email@example.com. You acknowledge that the provision of customer support is at LDW’s sole discretion and that we have no obligation to provide you with customer support of any kind.
Links By You to the Service
You may link to our Service, subject to some basic requirements. We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Service, so long as: (a) the links only incorporate text, and do not use any Trademarks, (b) the links and the content on your website do not suggest any affiliation with LDW or cause any other confusion, and (c) the links and the content on your website do not portray LDW or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to LDW. LDW reserves the right to suspend or prohibit linking to the Service for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.
Third-Party Sites; Advertisements; Dealing with Third Parties
We are not responsible for third parties or their content, advertisement(s), apps or sites. Use caution when dealing with third parties.
Third-Party Content and Sites; Advertisements
The Service may contain third party plug-ins and/or applications, and/or links to third-party websites that are not owned, controlled or operated by LDW, and the Service may also include links to third-party ads, tools and/or other content on the Service or otherwise, to or from third-party sites (collectively, “Third-Party Sites”), including websites operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with LDW. This may include the ability to register or sign in to our Services using Facebook Connect or other third-party tools, and to post content on Third Party Sites and services using their plug-ins made available on our Services. We may also host our content, apps and tools on Third-Party Sites. LDW may have no control over the content, operations, policies, terms, or other elements of Third-Party Sites, and LDW does not assume any obligation to review any Third-Party Sites. LDW does not necessarily endorse, approve, or sponsor any Third-Party Sites, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, LDW is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Third-Party Sites. Finally, LDW will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these Third-Party Sites. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Third-Party Sites. LDW disclaims all liability in connection therewith.
Dealings with Third Parties
Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Service (including on or via Third-Party Sites or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). LDW disclaims all liability in connection therewith.
This Section pertains to any controversy, allegation, or claim arising out of or relating to the Service, the Content, your Submissions, these Terms, or any Additional Terms, whether heretofore or hereafter arising (each a “Dispute” and collectively, “Disputes”).
To the extent permitted by applicable laws, unless you opt out as described below under the heading “Opt Out,” you agree to resolve Disputes through binding arbitration and waive jury trial and class actions, except with respect to any Dispute arising out of any of LDW’s actual or alleged intellectual property rights, or any Dispute for which LDW seeks an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Site, any Content, your Submissions and/or LDW’s intellectual property rights (including such LDW may claim that may be in dispute), LDW’s operations, and/or LDW’s products or services (collectively, “Excluded Disputes” and each an “Excluded Dispute”).
Certain portions of this “Dispute Resolution” Section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act (“FAA”). You and LDW agree that we intend that this Section satisfies the “writing” requirement of the FAA and/or the New York Convention of 1958. This Section can only be amended by mutual agreement.
First – Try to Resolve Disputes and Excluded Disputes
If any Dispute arises, then you and we agree to send a written notice to the other providing a reasonable description of the Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you have provided us. If no such contact information exists or if such information is not current, then we have no obligation to attempt to resolve any Dispute as described under this subheading prior to taking other action. Your notice to us must be sent to: Leadership Development Worldwide, LLC, One Turks Head Place, Suite 1308, Providence, RI 02903 (Attn: Legal Department). For a period of sixty (60) days from the date of receipt of notice from the other party, LDW and you will engage in a dialogue in order to attempt to resolve the Dispute, though nothing will require either you or LDW to resolve the Dispute on terms with respect to which you and LDW, in each of our sole discretion, are not comfortable.
If we cannot resolve a Dispute, other than an Excluded Dispute, within sixty (60) days of receipt of notice in the manner described in the foregoing subsection, then any all disputes (except Excluded Disputes) arising between you and LDW must be resolved by final and binding arbitration. This includes any and all disputes (other than Excluded Disputes) based on any product, service or advertising connected to the provision or use of the Service (whether based in contract, statute, regulation, ordinance, tort – including, but not limited to, negligence, fraud, any other intentional tort or common law, constitutional provision, respondeat superior, agency or any other legal or equitable theory – and whether arising before or after the effective date of these Terms. The FAA shall govern the arbitrability of all Disputes, other than Excluded Disputes. By agreeing to arbitrate, each party is giving up its right to go to court and have any dispute other than Excluded Disputes heard by a judge or jury.
A Dispute other than an Excluded Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules (“Rules”) of the American Arbitration Association (“AAA”), except as modified herein, and in accordance with the AAA’s Supplementary Procedures for Consumer Related Disputes. The arbitration will be administered by the AAA with one arbitrator appointed. If an in-person arbitration hearing is required, then it will be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require LDW to pay a greater portion or all of such fees and costs in order for this Binding Arbitration Section to be enforceable, then LDW will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitrator will apply and be bound by these Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a short, reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. Issues relating to the enforceability of the arbitration and class action waiver provisions contained herein are for the court to decide. This arbitration provision shall survive termination of these Terms or the Service. You can obtain AAA procedures, rules, and fee information by calling the AAA at 800.778.7879 or by visiting the AAA website at http://www.adr.org.
You may opt out of this agreement to resolve Disputes by binding arbitration by notifying LDW in writing within thirty (30) days of the date that you first become subject to these Terms. Send a letter including your full legal name, residence address, e-mail address and login information for the Service, and a statement that you want to opt out of the arbitration requirement to LDW at: Leadership Development Worldwide, LLC, One Turks Head Place, Suite 1308, Providence, RI 02903 (Attn: Legal Department).
Limited Time to File Claims
Except with respect to Excluded Disputes, to the fullest extent permitted by applicable law, if you or we want to assert a dispute against the other, then you or we must commence it by delivery of written notice within one (1) year after the dispute arises or it will be forever barred.
No Class Action Matters
You and LDW agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding or as an association. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement to submit to binding arbitration will not apply and the Dispute must be brought exclusively in court. Notwithstanding any other provision of this “Dispute Resolution” Section or of the applicable arbitration rules, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this “No Class Action Matters” Section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.
Small Claims Matters Are Excluded From Arbitration Requirement
Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (except for Excluded Disputes) in small claims court.
Federal and State Courts in Providence County, Rhode Island
Except to the extent that arbitration is required pursuant to these Terms, and except as to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute, including any Dispute brought in small claims court, may only be instituted in state or Federal court in Providence County, Rhode Island. Accordingly, you and LDW consent to the exclusive personal jurisdiction and venue of such courts for such matters.
Disclaimer of Representations and Warranties
Your access to any use of the Service is at your sole risk.
To the fullest extent permitted by applicable law, the Service is provided on an “AS-IS”, “AS AVAILABLE”, and “WITH ALL FAULTS” basis. Therefore, to the fullest extent permissible by law, LDW and its direct and indirect parents, subsidiaries, affiliates and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, “LDW Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to the Service, the information provided through the Service, your access to the Service, the availability of the Service, or your use of the Service.
Except for any specific warranties provided herein or in Additional Terms provided by an LDW Party, LDW Parties hereby further disclaim all warranties, express or implied, including the warranties of merchantability, fitness for a particular purpose, non-infringement or misappropriation of intellectual property rights or third parties, title custom, trade, quiet enjoyment, system integration, and freedom from computer virus.
Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable, and you may have additional rights.
Limitations of Our Liability
Our liability is greatly limited as more fully explained in this section.
To the extent permitted by applicable law, under no circumstances will any LDW Parties be responsible or liable for any loss or damages of any kind, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages of any kind, including without limitation loss of profits, that are directly or indirectly related to:
- the Service (including the Content and the Submissions);
- your use of or inability to use the Service, or the performance of the Service;
- any action taken in connection with an investigation by LDW Parties or law enforcement authorities regarding your access to or use of the Service;
- any action taken in connection with copyright or other intellectual property owners or other rights owners;
- any errors or omissions in the Service’s technical operation; or
- any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.
The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if LDW Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Service).
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you, and you may have additional rights.
Except as may be provided in any applicable Additional Terms, to the fullest extent permitted by applicable law, in no event will any LDW Parties’ total liability to you, for all possible damages, losses, and causes of action in connection with your access to and use of the Service and your rights under these Terms, exceed an amount equal to the amount you have paid LDW in connection with the transaction(s) that underlie the claims; provided, however, this provision will not apply if a court or tribunal with applicable jurisdiction finds such to be unconscionable. For purposes of clarity, the prior sentence does not expand or limit any express, written product warranty that is provided by LDW or a manufacturer of a physical product.
Residents of the European Union are entitled to the following exclusions to the disclaimers or limitation of liability: Nothing in these Terms shall operate to exclude or limit our liability for death or personal injury caused by negligence, fraud or fraudulent concealment; or any other liability which cannot be excluded or limited under applicable law.
Waiver of Injunctive of Other Equitable Relief
You waive equitable or injunctive relief.
To the fullest extent permitted by applicable law, if you claim that you have incurred any loss, damages, or injuries in connection with your use of the Service, the losses, damages or and injuries will not be irreparable or sufficient to entitle you to an injunction or to other equitable relief of any kind. This means that, in connection with your claim, you agree that you will not seek, and that you will not be permitted to obtain, any court or other action that may interfere with or prevent the development or exploitation of any website, applicable, content, submissions, product, service or intellectual property owned, licensed, used or controlled by LDW (including your licensed Submissions) or a licensor of LDW.
Updates to Terms
These Terms and applicable Additional Terms posted on the Service at each time of use apply to that use, and the Terms may be prospectively updated as our Service evolves. Posting of new Terms on the Service is notice to you thereof.
These Terms (or if applicable Additional Terms), in the form posted at the time of your use of the applicable services to which it applies, shall govern such use (including transactions entered during such use). As our Service evolves, the terms and conditions under which we offer the Service may prospectively be modified and we may cease offering the Service under the Terms or applicable Additional Terms for which they were previously offered. Accordingly, each time you sign in to or otherwise use the Service you are entering into a new agreement with us on the then-applicable terms and conditions and you agree that we may notify you of Additional Terms by posting them on the Service (or in any other reasonable manner of notice which we elect), and that your use of the Service after such notice constitutes your agreement to the Additional Terms for your new use and transactions. Therefore, you should review the posted Terms and any applicable Additional Terms each time you use the Service (at least prior to each transaction or submission). The applicable Additional Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, the Terms (and any applicable Additional Terms) that applied when you previously used the Service will continue to apply to such prior use and any specific term to which we previously committed to apply those terms (if applicable) (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised or Additional Terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the home page and the e-mail you associated with your account for notices, all of which you agree are reasonable manners of providing you notice. You can reject any new, revised or Additional Terms by discontinuing use of the Service and related services.
You agree to various other terms and conditions, which you should read here, including regarding (a) our control and discretion; (b) the law that governs these Terms; (c) your indemnity of us; (d) accessing the Service from outside of the United States; (e) enforcement and interpretation of these Terms; (g) communications with us; (h) investigations, cooperation with law enforcement, termination and survival; (i) limit on assignment and delegation of rights and obligations; (j) how waivers may be made; (k) special terms for U.S. government users; (l) CA consumer rights and notices; and (m) your responsibility for your connectivity and access.
LDW’s Consent or Approval
As to any provision in these Terms or any Additional Terms that grants LDW a right of consent or approval, or permits LDW to exercise a right in its “sole discretion,” LDW may exercise that right in its sole and absolute discretion. No LDW consent or approval may be deemed to have been granted by LDW without being in writing and signed by an officer of LDW.
These Terms and any applicable Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with, the laws of the Rhode Island and the United States, without regard to its conflicts of law provisions, unless the applicable laws of your jurisdiction of residence require that the laws of such jurisdiction govern, in which case the laws of such jurisdiction are to govern.
You agree to, and you hereby, defend, indemnify, and hold LDW Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any LDW Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) your Submissions; (ii) your use of the Service and your activities in connection with the Service; (iii) your breach or alleged breach of these Terms or any applicable Additional Terms; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service; (v) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) LDW Parties’ use of the information that you submit to us (including your Submissions) (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by LDW Parties in the defense of any Claim and Losses. Notwithstanding the foregoing, LDW Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. LDW Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a LDW Party.
Operation of Service; Availability of Products and Services; International Issues
LDW controls and operates the Service from its U.S.-based offices in the U.S.A., and LDW makes no representation that the Service is appropriate or available for use beyond the U.S.A. If you use the Service from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. The Service may describe products and services that are available only in the U.S.A. (or only parts of it) and are not available worldwide. We reserve the right to limit the availability of the Service and/or the provision of any content, program, product, service, or other feature described or available on the Service to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or to any sale of goods carried out as a result of your use of the Service.
If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the applicable Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in these Terms or any applicable Additional Terms, the word will be deemed to mean “including, without limitation.” The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms.
When you communicate with us electronically, such as via e-mail and text message, you consent to receive communications from us electronically. We will try to promptly respond to all inquiries, but we are not obligated to do so. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Investigations; Cooperation with Law Enforcement; Termination; Survival
LDW reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Service security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms and any applicable Additional Terms, (iii) investigate any information obtained by LDW in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms and any applicable Additional Terms, and (vi) discontinue the Service, in whole or in part, or, except as may be expressly set forth in any applicable Additional Terms, suspend or terminate your access to it, in whole or in part, including any user Accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to LDW under these Terms or any applicable Additional Terms. Upon suspension or termination of your access to the Service, or upon notice from LDW, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service. The provisions of these Terms and any applicable Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to LDW in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
LDW may assign its rights and obligations under these Terms and any applicable Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any applicable Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of LDW.
Except as expressly set forth in these Terms or any applicable Additional Terms, (i) no failure or delay by you or LDW in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any applicable Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
U.S. Government Restricted Rights
If you are a U.S. government end user, then this provision applies to you. The Service provided in connection with these Terms has been developed entirely at private expense, as defined in FAR section 2.101, DFARS section 252.227-7014(a)(1) and DFARS section 252.227-7015 (or any equivalent or subsequent agency regulation thereof), and is provided as “commercial items,” “commercial computer site” and/or “commercial computer site documentation.” Consistent with DFARS section 227.7202 and FAR section 12.212 and to the extent required under U.S. federal law, the minimum restricted rights as set forth in FAR section 52.227-19 (or any equivalent or subsequent agency regulation thereof), any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by these Terms and shall be prohibited except to the extent expressly permitted by these Terms.
California Consumer Rights and Notices
You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Service and you will be responsible for all charges related to them.