Welcome to Findyr.
Findyr is the doing business as (DBA) name for Frontier Data Corporation, a Delaware based corporation ("Findyr").
BY REGISTERING OR USING THE SITE, YOU CERTIFY THAT (1) YOU ARE AT LEAST 18 YEARS OLD; (2) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND YOURSELF OR THE COMPANY YOU REPRESENT (3) YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT. This Agreement (the "Agreement") is between you and Findyr and governs your and Findyr's respective rights and obligations with respect to your providing Services (defined below) via the Site (as defined below).
This Agreement consists of the terms and conditions set forth in this document together with all applicable policies, procedures and/or guidelines that appear on the Site from time to time (collectively, the "Policies" which are hereby incorporated by this reference into, and made part of, this Agreement). Findyr reserves the right to change any of the terms and conditions contained in this Agreement and/or any Policies governing the Site, at any time, in its sole discretion. Any changes will be effective upon posting of the Agreement or Policies on the Site.
DEFINITIONS OF TERMS
Findyr provides an online platform ("Platform") that helps connect users who wish to purchase or otherwise obtain information ("Requesters") and users who wish to provide such information ("Submitters"), through a process of requesting and answering requests for information (the "Services") on or through the Findyr Platform, website or associated mobile applications (collectively, the "Site"). "User" means any user of the Site or Service, and may be a Requester or a Submitter. "Submitted Information" means the applicable information which a Submitter transfers to a Requester and may include any form of information, including without limitation text, numerical answers to questions, survey results, photos, videos, data, works of authorship, and other information. "IP" means all intellectual property, copyrights or related rights recognized by the laws of any country which may apply to the Submitted Information.
Findyr is only a means of connecting Users. Findyr is not responsible for the requests made by Requesters nor Submitted Information provided by Submitters, nor does it have control over the quality, timing, legality or any other aspect of the Submitted Information or its delivery. See the Liability section below for important limitations to our liability.
USAGE OF THE SITE
Registration and Account Information
Registration. When you register with the Site, we will ask you to provide us with certain personal information. We may also ask you to provide additional information, including certain identifying information or documents at registration or afterwards. Failure to provide any requested information may preclude you from using certain Services or features of the Site.
True Personal Information. You agree to provide us with true and accurate information, and to update that information to the extent it changes in any way. When registering or updating your information, you will not impersonate any person or use a name that you are not legally authorized to use.
Passwords and Account Use. You are solely responsible for maintaining the secrecy and security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on the Site. If your password is compromised, you must inform us immediately and change your password.
Only One Account. You and your organization may only have one Findyr account. You may not permit any other person or entity to use your User ID or otherwise access the Services or the Site using your account.
Warranties Concerning Your Identity and Personal Information. You warrant that all information that you provide on this site is true to the best of your knowledge and accurately reflects your employment, level of education, location and other personal attributes. Furthermore, you warrant that you are not on the United States of America Treasury Department "Specially Designated Nationals List" or any other federal, state or local lists or subject to any law or regulation which would prohibit you in any way from providing Submitted Information or otherwise using the Findyr Services, or from accepting monetary payments hereunder, or would otherwise create a potential legal liability for Findyr. It is your responsibility to inform Findyr of any legal or regulatory issues which could create a liability for Findyr in providing Submitted Information.
Promotions and Referral Codes. From time to time Findyr may provide promotional codes or referral codes to either Requesters or Submitters. Users receiving such codes must use them in good faith and within the guidelines of the particular promotional or referral code. You agree that such promotional or referral codes must be used for the intended purposes and in a lawful manner, and may not be duplicated, sold or transferred unless expressly permitted by Findyr. Findyr reserves the right to cancel, withhold or deduct credits or other features or benefits obtained through the use of promotional or referral codes by you or any other user for any reason and at any time.
Personal and Corporate Accounts and Services. Findyr may be used for personal or organizational purposes. If a User signs up for Findyr on behalf of a company or if the Services provided by Findyr to the User are in fact for corporate or organizational use, then these Terms of Service shall apply to that corporation or organization in regards to the use of Findyr Services and for any other Users of Findyr Services or the use of Findyr provided data or information within that corporation or organization. Corporations or organizations may inquire about enterprise solutions by emailing email@example.com.
Termination and Suspension
Findyr may terminate or suspend your right to use the Findyr service at any time and for any reason. Findyr will provide written or email notice of such termination or by posting such information on the site. Upon termination or expiration, the following provisions will remain in effect: Definitions of Terms, Warranties Concerning Your Identity and Personal Information, IP Ownership and Rights Transfer, All Rights to Findyr IP Reserved, Applicable Law, Arbitration, Limitation of Liability, Entire Agreement, Severability, No Waiver, Notices.
Process for Using the Site
Request and Submit Process. By registering to become a User you become eligible to make a Request for Information ("Request") via the Site. When submitting a Request, a User will designate certain characteristics of the data to be collected, including but not limited to data types, timeframe of data collection, location of data, and quantity of data. Another User may respond by providing Submitted Information to fulfill the parameters of this Request. Once the Submitted Information is provided by a Submitter, Findyr will process it, notify the Requester, and provide it to the Requester on the Site.
Request Approval. The Requester will then be able to approve or disapprove the response to the Request. If approved, the transaction between Requester and Submitter is final and the Requester will be provided with IP rights as detailed below (see "Limited License to Use Submitted Information"). If disapproved, the Requester shall provide a reason for the disapproval and Findyr will examine the reasons and the Submitted Information. If Findyr determines that the Requester's disapproval was reasonable, Findyr may, in its discretion, offer the Requester a credit equal to the amount Requester paid for any disapproved Submitted Information. If a Requester does not approve or disapprove of the Submitted Information within 48 hours, the submission will be deemed approved. Please note that if a Requester disapproves three or more submissions, Findyr reserves the right to suspend their account in order to investigate the disapproved transactions. In such a situation, Findyr shall inform the Requester that this suspension and investigation are occurring.
Request Payments and Processing. When a User makes a Request, he shall also make a bid ("Bid") for the Submitted Information ("Bid"). Once a Request is submitted, the amount of this Bid shall be withdrawn from the Requester's account and set aside in escrow by Findyr. Upon Requester's approval of Submitted Information responsive to the Request, Findyr shall make a payment to the Submitter from this escrow, minus any applicable fees to be paid to Findyr for its Services. As noted above, if a submission is disapproved the Submitter shall not receive payment, the amount of the Requester's Bid amount shall remain in escrow and a credit to reuse this amount may be provided to the Requester.
Data License. Users may also license archived data directly. Users have an opportunity to view full versions, thumbnails or shortened versions of data and to make a payment as displayed on the website or through Findyr communications. Data shall be delivered after payment. Data licensed in this manner, including through archival data sales, shall abide by standard data licensing terms detailed in this terms of service.
Submission. By registering to become a User you become eligible to provide Submitted Information to answer a Request made by a Requester. Upon accepting a Request for Information, a Submitter agrees to submit accurate and complete information in accordance with the parameters of the Request and in accordance with any additional information requirements that Findyr may post in this set of policies or on its Site, as may be designated by us from time to time. You agree that provision of any Submitted Information is at your own risk, and that none of Findyr, its Affiliates, nor other Users have any obligations (including without limitation obligations of confidentiality) with respect to the Submitted Information. You represent and warrant that you have all rights necessary to provide the Submitted Information for use by Findyr and its Users as contemplated under this Agreement. This includes any consent for use of likeness required for the picture of any individuals in videos or photos which are submitted. You recognize and agree that Findyr will implement mechanisms allowing us and others to track your Submitted Information and rate your performance as a Submitter. Additionally, you specifically acknowledge and agree to the following: (i) you will not use robots, scripts or other automated methods to develop or submit Requests or Submitted Information; (ii) you will provide all Submitted Information through the Site, App or associated Findyr communications; (iii) you will provide Findyr with any information reasonably requested in connection with your development or delivery of Submitted Information; (iv) you will not attempt to directly contact the Requester or provide Submitted Information to the Requester without express written consent by Findyr. These submissions rights and responsibilities remain in effect regardless of the method of transmission used for a submission to Findyr and may include transmission via the Findyr app, email, uploading to a third party data storage site or other means. Findyr reserves the right to reject any submission and withhold payment for that submission for any reason.
Inappropriate Material; Inappropriate Conduct
User represents, warrants and agrees that in no event shall any Request for Information submitted under these Terms nor any Submission to a Request, including through the use of the Site or the Findyr Mobile Application in any manner, contain or relate to any Inappropriate Material or Inappropriate Activities.
As used in these terms, "Inappropriate Material" refers to any content communicated to third parties in any medium that (a) is unlawful, fraudulent, libelous, defamatory, obscene, pornographic, vulgar, sexually-orientated, profane, threatening, abusive, hateful, offensive, false, misleading or derogatory in any manner, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or foreign law, including without limitation the U.S. export control laws and regulations; (b) is, not forgoing any of the above, directed at the surveillance, investigation or any other espionage or espionage-like activities, whether personal, governmental or commercial in nature, targeted at an individual person or group; (c) infringes or misappropriates the intellectual property or proprietary rights of others; or (d) may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or similar types of functionality.
"Inappropriate Activities" means (a) any illegal activities, including advertising, transmitting, or otherwise making available sites or services that are in violation of applicable US law or law local to the Request or Submission, or disseminating, promoting or facilitating the transmission of unlawful content, or (b) activities that may be harmful to others, including offering or disseminating fraudulent goods, services, schemes, or promotions, or engaging in other deceptive practices.
Additionally, Users are forbidden from using the Findyr Site or its Services as a means to deliver or transfer money to or from any person or otherwise to use the Findyr Services or Site for activities for which they are not explicitly intended, as described in this document or the Site.
If you are in doubt about what may constitute Inappropriate Material or Inappropriate Activities in connection with a particular Request or Submitted Information, do not submit the Request or provide the Submitted Information. Email firstname.lastname@example.org and we may provide further advice.
Non-Circumvention. In using Findyr or having a registered relationship with Findyr, it is possible that a user may come across or be put into contact with another user due to each users' relationship with Findyr. As a condition to the use of the Findyr site or services, Requester and Submitter users agree to not circumvent Findyr in order to create direct or indirect relationships with other users outside of Findyr channels. This non-circumvention covers any communication between registered Requesters or Submitters of Findyr that do not go through the Findyr system as well as paid or unpaid relationships which arise from a relationship between Findyr registered users due to or proceeded by their registration and use of the Findyr app.
IP Ownership and Rights Transfer
User acknowledges that all the intellectual property rights related to the Site, the Services, and any data, metadata or other information generated by or submitted to Findyr in the course of performing the Services are owned by Findyr (the "Findyr IP"). Notwithstanding the above, under no circumstances will a User's personal data or payment data constitute Findyr IP.
Upon Submission of data or content to Findyr, all copyrights and other IP for the Requests and Submitted Information shall become Findyr IP. As a Submitter or Requester, you agree that all worldwide intellectual property rights including copyright will vest with Findyr immediately upon your submission of Requests and Submitted Information. To the extent any such rights do not vest in Findyr under applicable law, you hereby assign (without the right to any compensation) all right, title and interest, including all intellectual property rights, of such Requests and Submitted Information to Findyr, together with the right to sue third parties for infringement of such rights. Submitters retain no right or license to use, adapt or resell any Submitted Information. Requesters retain no right or license to use, adapt or resell any Submitted Information except as outlined in this document. As a Submitter or Requester, you also hereby waive, for the benefit of Findyr, any rights of attribution, integrity or other so-called "moral rights" that may be recognized in the Submitted Information in any jurisdiction in the world.
Limited License to Use Submitted Information
Upon a Requester's payment in full for and acceptance of any Submitted Information, Findyr grants to Requester a limited non-exclusive license for a period not to exceed five (5) years, to analyze such Submitted Information and use it for non-public internal purposes and as a portion of publicly-accessible derivative works containing substantial content other than the Submitted Information, provided that Requester attributes the Submitted Information to Findyr in all such derivative works. Publicly-accessible use of Submitted Information without attribution to Findyr is prohibited without Findyr's separate written consent and the payment of additional fees as Findyr may request. You may email Findyr at email@example.com if you wish to contact Findyr for a license to make such non-attributed public use. Users may not resell any Findyr data to other parties. This license applies only to Findyr IP specifically requested by the Requester through the Site and does not apply to any Findyr IP not requested or duly paid for by the Requester, including but not limited to publicly available information on the Findyr website; the Findyr name, logo and likeness; and any marketing content, social media content, or other promotional materials. For clarity, Findyr continues to own the Submitted Information and you, as Requester, have a limited license to use it.
Specific Limitations of Use
Without limiting the foregoing, Customer may not (a) clone, reverse engineer, reverse assemble, disassemble, decompile, or attempt to derive the source code from the Service; (b) sell, resell or transfer the Submitted Information to any person not specifically authorized by Findyr in writing; (c) utilize the data for any illegal purpose; or (d) attempt or allow any third party to do any of the foregoing.
All Rights to Findyr IP Reserved. Findyr reserves all rights to Findyr IP, including that generated through performance of the Services. This Agreement does not restrict Findyr from issuing additional licenses to use any Findyr IP.
Additional Rights. Any additional rights shall be subject to a separate license agreement specifying license fees to be agreed by User and Findyr. All rights not expressly granted hereunder are reserved by Findyr.
FEES AND PAYMENTS
You must provide Findyr with valid credit card or approved purchase order information prior to making a Request. When submitting a Request, you will be prompted to make payment by credit card on the Site. You may also prepay Findyr for future requests, in which case Findyr will draw down the balance of the prepayment as you make Requests in accordance with the Bids associated with your Requests. Notwithstanding the above, Findyr reserves the right to provide customers with services solely through credits, discounts, or other special offers from time to time.
You agree to provide Findyr with complete and accurate billing and contact information, including but not limited to, your legal name, street address, e-mail address, and the name and telephone number of an authorized billing contact. You agree to update this information within thirty (30) days of any change to it. If the contact information you have provided is false or fraudulent, Findyr reserves the right to terminate your access to the Site, and to terminate any outstanding Requests or other engagements with the Site, in addition to any legal remedies to which Findyr may be entitled. Findyr will automatically bill your credit card or issue an invoice for the fee set forth for each Request prior to commencing the Service. If one or more Findyr Requests is not completed, Findyr shall issue a credit to you equal to the Fees for such tasks, which you may apply against future amounts you owe to Findyr pursuant to this Agreement. If you believe that any invoice is incorrect, you must contact us in writing within thirty (30) days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
Findyr's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). User is responsible for paying all Taxes associated with its purchases hereunder. If Findyr has the legal obligation to pay or collect Taxes for which User is responsible under this section, the appropriate amount shall be invoiced to and paid by User.
Findyr or its affiliates will process all payments made by Findyr to Users who provide Submitted Information (the "Payments"). Payments will only be made for Submitted Information that is approved by a Requester or by Findyr. Payments will be disbursed only in accordance with the terms outlined below.
Upon acceptance of Submitted Information, Payments will be made via the payment mechanisms detailed on the Findyr website. Payments may be made via PayPal, Skrill, Western Union, or via other third party servicers as Findyr may in its sole distraction determine. Each payment method has its own unique timeline and amounts which you may review in the Payments section of your User Profile. Findyr is not responsible for any of the features of these or other payment mechanisms which it uses for payments. Questions about these payment services should be directed to the service provider.
IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOU ARE ABLE TO RECEIVE PAYMENT VIA ONE OF THESE MECHANISMS. IF YOU ARE UNABLE TO RECEIVE PAYMENT VIA ONE OF THESE PAYMENT MECHANISMS, FINDYR RESERVES THE RIGHT TO DECLINE TO PAY YOU. The amount we pay you will be in accordance with the then in-effect rate schedule associated with the Request as detailed on the Site from time to time or in accordance with the Request. Funds will only be disbursed in compliance with applicable laws and regulations, including without limitation the United States Patriot Act and the regulations of the Office of Foreign Assets Control. FINDYR WILL NOT MAKE ANY PAYMENTS TO INDIVIDUALS ON THE UNITED STATES OF AMERICA TREASURY DEPARTMENT "SPECIALLY DESIGNATED NATIONAL LIST" OR ANY OTHER FEDERAL, STATE OR LOCAL LISTS OR STATUSES. IT IS YOUR RESPONSIBILITY TO INFORM FINDYR IF YOU ARE ON ANY SUCH LIST.
Restrictions and Limitations on Payments
We reserve the right to terminate or suspend any Payment, or to delay the availability of any transfer or disbursement of any amounts, in each if we believe that a User is in material violation of this Agreement.
You agree that it is your responsibility to determine any and all taxes and duties incurred or required to be collected, paid or withheld for any reason in connection with the development of Information Submissions and subsequent payments, your use of the Site or Service, or otherwise in connection with any action, inaction or omission of you ("Taxes") and to collect, withhold, report, and remit correct Taxes to the appropriate tax authority, and to otherwise be responsible for the collection and payment of any and all Taxes. Findyr is a platform offered as a service in which you may act as a vendor and therefore Findyr is not responsible for any sales Taxes or other Taxes that you may incur through the use of this Site or Service.
Listing and Promotions Generally
Notwithstanding any provision of this Agreement, Findyr will have the right, in its sole discretion, to determine the design, functionality and all aspects of the Site. Findyr reserves the right to change the listing, promotions, advertisements, policies, regulations, rules or any other aspect on this site at any time without providing notice.
Legal Use of Site
The Site may include the presentation of, uploading, downloading or otherwise the manipulation of information or files. You may not use any of these Services for criminal computer use or activities; marketing purposes; the collection of information about Findyr Users, its clients, vendors or other individuals; interfering with the services or products of third parties; the advertisement, sale or purchase of any goods, services, companies or individuals other than those specifically authorized by Findyr; the upload, download or other use of any intellectual property or copyrighted material owned by any third party; the manipulation of the Findyr Service or Site for any purposes which are illegal or beyond the scope of the uses explicitly permitted under this Agreement
Company Name and Logo
The Findyr name and logos are the property of Findyr. Other company, product, and service names and logos used and displayed via the Findyr site may be trademarks of their respective owners who may or may not endorse or be affiliated with or connected to Findyr. Nothing in this Agreement should be construed as granting, by implication or otherwise, any license or right to use any of Findyr logos, without our prior written permission in each instance.
COMPLIANCE WITH LAWS
Obligation to Follow Law
The Site may be used only for lawful purposes and in a lawful manner. You may not use the Site in any manner that violates any applicable law or governmental regulation. In addition to your obligations with respect to Taxes and permits (defined below), you agree to comply with all applicable laws, statutes, and regulations of any jurisdiction in which you provide Submitted Information or Requests. Furthermore, you agree to immediately inform Findyr if you believe or otherwise learn that any illegal activity has taken place on the Site, to include, although not limited to, the posting of a Request that would be considered illegal in your location.
Nothing in this agreement restricts the lawful reporting of waste, fraud, or abuse to a regulatory agency.
The Site is controlled and operated within the United States. We make no representation that content, materials or products available on or through this Site are appropriate or available for use outside of the United States. If you access this Site from a location outside the United States, you are responsible for compliance with applicable laws, including US export laws and regulations. By using this Site and submitting any personal information, visitors from outside of the United States acknowledge that this site is subject to US law, consent to the transfer of personal data to the US, and waive any claims that may arise under their own national laws. As a User, you may not provide any Submitted Information that violates applicable law or is prohibited by the policies of Findyr, including without limitation this Agreement. It is solely your responsibility to understand any legal regulations applicable in your location or the location in which services are performed. You must comply with any laws regulating your behavior, regardless of any guidelines noted in this agreement. YOU ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOU FOLLOW ALL APPLICABLE LOCAL LAWS AND THAT FINDYR IS NOT RESPONSIBLE OR LIABLE FOR ANY ILLEGAL ACTIVITIES YOU ENGAGE IN DURING YOUR VENDOR RELATIONSHIP AS APPLIED UNDER THIS AGREEMENT.
Relationship with Findyr
Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between us and you. You are not the agent or employee of Findyr and you are not authorized, and must not represent to any third party that you are authorized, to make any commitment or otherwise act on behalf of Findyr.
You agree that it is your responsibility to determine whether and to what extent any permits, registrations, authorization or filings (collectively, "Permits"), including without limitation with respect to the transfer of technology, are required by any governmental agency in any jurisdiction in which you provide Submitted Information. YOU ALSO AGREE THAT FINDYR AND ITS AFFILIATES ARE NOT OBLIGATED TO DETERMINE WHETHER ANY SUCH PERMITS ARE REQUIRED IN CONNECTION WITH ANY TRANSACTION.
DISCLOSURE OF INFORMATION; CONFIDENTIALITY; PRIVACY
Our Use of Data and Communications
No Warranties. THE SITE, PAYMENTS AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FINDYR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; THAT THE SITE OR THE SITE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY; THAT THE INFORMATION, CONTENT, OR MATERIALS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY FINDYR OR VENDORS, THAT THE SERVICES ARE LAWFUL, OR THAT FINDYR OR VENDORS WILL PERFORM AS PROMISED; OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
INDEMNITY; LIMITATION OF LIABILITY
Indemnity and Defense
You will indemnify and hold harmless Findyr and its Affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry or other proceeding instituted or threatened by a person or entity ("Claim") that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; (ii) your Requests and Submitted Information, including any actual or alleged infringement of any intellectual property or proprietary rights; and (iii) your failure to comply with any applicable laws and regulations in connection with your use of the Site.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT FINDYR IS ONLY WILLING TO PROVIDE THE SERVICE IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND THIRD PARTIES. THEREFORE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU WILL NOT HOLD FINDYR AND ITS AFFILIATES LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, REQUESTS, SUBMITTED INFORMATION OR THE SERVICE, THE INABILITY TO USE THE SITE SERVICES, OR ANY MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FINDYR'S OR ITS AFFILIATES' AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY), WARRANTY OR OTHERWISE, EXCEED THE AMOUNT OF FEES EARNED BY FINDYR IN CONNECTION WITH YOUR SUBMITTED INFORMATION DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
APPLICABLE LAW; ARBITRATION
The Site is operated by Findyr in the State of New York, United States. The laws of the State of New York govern this Agreement and all of its terms and conditions without giving effect to any principles of conflicts of laws. You agree that any action at law or in equity arising out of or relating to these terms and conditions shall be submitted to confidential arbitration in New York City, New York, except that, to the extent you have in any manner violated or threatened to violate Findyr's intellectual property rights, Findyr shall be entitled to an award of injunctive relief and applicable damages in any state or federal court in the State of New York, without the necessity of posting a bond, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrator shall award costs, including a reasonable attorney's fee, to the prevailing party. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
This Agreement and the general terms and conditions of the Site constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.
You may not assign this Agreement without our prior written consent. We may assign this Agreement at any time, without notice. Subject to the foregoing, this Agreement will be binding on each party's successors and permitted assigns.
If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
We will not be considered to have waived any of our rights or remedies, or portion thereof, unless the waiver is in writing and signed by us. Findyr's failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of Findyr's right to subsequently enforce such provision or any other provisions of this Agreement.
All notices relating to this Agreement (including Payments) will be sent by e-mail or will be posted on the Site. When we elect to send notices by e-mail, we will send notices to you at the e-mail address maintained in our records for you. You must send notices to us at our current e-mail address published on the Site. E-mail notices are deemed written notices for all purposes for which written notices may be required. E-mail notices are deemed received the business day after transmission if properly addressed to the intended recipient.