These Terms of Use are between you (as defined below) and Company (as defined below) concerning your use of (including any access to) the website(s), software application(s) and other online resource(s) of Company, including any successor resources thereto (the “Platform”). The term “Platform” includes any database associated with the Platform (a “Database”), any software provided by Company to facilitate use of any aspect of the Platform (“Associated Software”), and any graphic, logo, image, illustration, design, icon, digital download, data compilation, article, document, product, branding, function, layout, service or written or other material that is part of the Platform (“Materials”).
THE PLATFORM IS DIRECTED TO BUSINESS USERS. BY ACCESSING OR USING THE PLATFORM, OR OTHERWISE INDICATING YOUR ASSENT TO THESE TERMS OF USE (INCLUDING BY CLICKING ANY BUTTON LABELED WITH “AGREE,” “ACCEPT” OR SIMILAR WORDING, YOU (BOTH FOR YOURSELF AND FOR ANY ENTITY ON WHOSE BEHALF YOU ARE ACTING), ARE (A) ACKNOWLEDGING AND ACCEPTING THE TERMS AND CONDITIONS OF THESE TERMS OF USE, AND ENTERING INTO AN AGREEMENT WITH COMPANY TO BE BOUND BY THESE TERMS OF USE, AND (B) REPRESENTING AND WARRANTING THAT YOU HAVE THE AUTHORITY TO AGREE TO THESE TERMS OF USE, INCLUDING ON BEHALF OF ANY SUCH REPRESENTED ENTITY, AND THAT YOU ARE 18 YEARS OF AGE OR OLDER.
If you do not accept these Terms of Use, you must not access or use the Platform.
Definition of the Parties.
- The term “Company” means SESAC Music Group. Contact information for the Company may be obtained at Company’s Contact Page, and any reference herein to Company’s Contact Page means the page located above.
- The term “User” (or “you”) means the individual and/or entity accessing the Platform under these Terms of Use, including all related and administered companies or entities purported to be represented by or through such individual or entity, as well as its and their individual employees, agents and representatives, and/or any others who may obtain access to the Platform through such individual or entity.
Please also note that a “General User” means any User who accesses any portion of the Platform for which registration is not required (a “Public Portion”), including any User who accesses the Platform through the use of crawlers, robots, browsers, data mining or extraction tools, or similar functionality, whether such functionality is installed or configured by such person or entity or by a third party. A “Registered User” means, with respect to any portion of the Platform for which registration is required (a “Non-Public Portion”), any individual who (1) possesses a Company-issued, currently-valid username and password for such Non-Public Portion, and (2) is currently authorized by Company to access and use such Non-Public Portion.
Updates to these Terms of Use. Company may, from time to time, amend these Terms of Use by notifying you of such amendments by any reasonable means, including by posting the amended terms on the Platform, and your access to (including any use of) the Platform following any such amendment will constitute your further agreement to follow and be bound by these Terms of Use as amended. Any such amendment will not apply to any dispute between you and Company arising prior to the date on which Company posted such amendment, or otherwise notified you of such amendment. The date that these Terms of Use were last amended appears at the top of this page.
Updates to the Platform. Company may, from time to time, with or without notice, change, modify, add or delete any content, style, functionality, service, accessibility, appearance or use of the Platform or any feature thereof; charge, modify or waive any fees (including any fee model) required to use the Platform; offer opportunities to some or all Users; or shut down the Platform entirely.
These Terms of Use also hereby incorporate any additional terms and conditions posted by Company through the Platform, or otherwise made available to you by Company.
A. License; Limitations.
- Limited License to Use the Platform. Subject to these Terms of Use and your full compliance therewith, Company grants to you a non-exclusive, nontransferable, revocable, non-sublicensable, limited license (the “License”) to access and use the Platform. You may use the Platform solely as provided in these Terms of Use, and you may use any Databases, Associated Software and Materials solely to the extent necessary for your authorized use of the remainder of the Platform, or as expressly authorized in writing by Company. You acknowledge that you do not acquire any ownership or intellectual property rights by using the Platform. Company may at any time terminate or limit the License, and/or terminate or limit your use of any or all of the Platform, including for any breach of these Terms of Use, with or without notice.
- Limitations on Use of the Platform. You may not copy, reproduce, republish, sell, upload, download, extract, reverse engineer, modify, reformat, reconfigure, post, transmit, systematically access and store, create any derivative work of, or distribute the Platform, or any portion thereof, without the express prior written permission of Company. You may not circumvent the navigation structure or presentation of the Platform, or use any data mining, robots or intelligent agents, or other data gathering and extraction tools, in connection with the Platform. You may not use any Databases, Associated Software or Materials on any other website or on any networked computer environment. You may not frame or utilize framing technology to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Company. You may not use the Platform for any fraudulent, tortious or unlawful purpose. Except as expressly provided herein, you may not restrict or inhibit any other visitor from using any aspect of the Platform, including by means of “hacking” or defacing any portion of the same. Without limiting the foregoing, any use of the Platform for purposes other than those described in and contemplated by these Terms of Use is strictly prohibited. The License set forth above to use Associated Software is conditioned upon your acceptance of and compliance with any additional terms and conditions that may apply, including any applicable license agreements with third parties.
- No Right or License in Musical Compositions or Sound Recordings. The limited License granted to you by these Terms of Use shall in no way be deemed to grant to you any right or license in or to any musical composition or sound recording, including any musical composition or sound recording available for licensing through Company or the Platform. Certain licenses for the use of musical compositions or sound recordings represented by Company may be requested through other services and applications offered by Company, in accordance with these Terms of Use and the procedures, terms and conditions disclosed by us in connection with and governing the applicable licensing facility. No license request or other communication received through the Platform shall result in a valid or enforceable license except according to the separate, applicable terms and conditions prescribed by Company. Any modification by you of any license form or other terms or conditions provided by Company will render the applicable license invalid.
B. Access and Authority to Use Non-Public Portions of the Platform. YOU ARE NOT AUTHORIZED TO ACCESS OR USE ANY NON-PUBLIC PORTION OF THE PLATFORM UNLESS YOU ARE A REGISTERED USER OF SUCH PORTION OF THE PLATFORM. ANY ATTEMPT BY A NON-REGISTERED USER TO ACCESS OR USE NON-PUBLIC PORTIONS OF THE PLATFORM IS A MATERIAL BREACH OF THESE TERMS OF USE, AND MAY RESULT IN PENALTIES, INCLUDING IMMEDIATE TERMINATION OF THE LICENSE, AND/OR CIVIL OR CRIMINAL PENALTIES.
C. Privacy Policy. Your submission of information through the Platform is governed by our Privacy Policy, available at https://www.sesacmusicgroup.com/privacy-policy/.
D. Use of Applets. Use of certain applications and functionalities available through the Platform may require the download or other transfer onto your computer of software “applets” (e.g., small, cross-platform compatible pieces of executing code) such as to enable communication between your computer and Company’s computers, and/or to execute such applications or functionalities. You agree to the transfer or download of such applets onto your computer system for the purpose of allowing you to access and use of any such applications and functionalities available through the Platform.
E. Intellectual Property; Proprietary Rights.
- General. The Platform contains copyrighted and proprietary subject matter. Your rights with respect to your use of the Platform are governed by all the terms and conditions of these Terms of Use, including the limited License granted hereunder, as well as all applicable laws, including intellectual property laws.
- Copyright. The Platform (including the compilation, selection, coordination, arrangement and enhancement of all Databases, Associated Software and Materials on the Platform) is the property of Company, its suppliers and/or its licensors, and is protected by U.S. and international copyright laws. You acknowledge that all such rights are valid and enforceable. You may not remove or obscure any copyright or other proprietary notices contained on the Platform.
- Trademark. You are not permitted to use any trade names, trademarks, service marks, trade dress and related logos of Company and its affiliated legal entities and licensors (collectively, the “Marks”) unless you first receive prior written consent to do so from Company or the third party that may own such Marks.
- Patent. The Platform and/or portions thereof may be protected under patent law, and may be the subject of issued patents and/or pending patent applications.
F. Digital Millennium Copyright Act — Notification of Alleged Copyright Infringement.
- Company has registered an agent with the United States Copyright Office in accordance with the terms of the Digital Millennium Copyright Act (the “DMCA”), and reserves the right to avail itself of the protections under the DMCA. Company reserves the right to remove any content from the Platform, including any content alleged to infringe any third-party copyright. In appropriate circumstances, Company may terminate the access of Users who are copyright infringers. If you believe in good faith that any of the Materials hosted by Company on the Platform infringe your copyright, you (or your agent) may send to us written notice requesting that the allegedly infringing material be removed, or access to it be blocked.
- If you believe in good faith that a notice of copyright infringement has been wrongly filed with Company against you, the DMCA permits you to send to Company a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. (See 17 U.S.C § 512(c)(3) for details). Additional information regarding the DMCA, including the statutory language and related regulations, may be obtained from the United States Copyright Office, www.copyright.gov.
- Notices and counter-notices with respect to the Platform must be in writing and directed by email to DMCA@SESAC.com and by regular mail to General Counsel/Designated Agent, SESAC Rights Management, Inc., 35 Music Square East, Nashville, TN 37027, Attn: DMCA Notice. You may contact our agent by telephone at 615-320-0055. We suggest that you consult your legal advisor before serving a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
G. Purchasing Services. Certain services made available through the Platform may require payment by credit card. If you wish to purchase such services, you will be asked by Company to supply certain information applicable to your purchase, including credit card and other information. You understand that any such information will be treated by Company in the manner described in its Privacy Policy. You agree that all information that you provide to Company will be accurate, current and complete. You agree to pay all charges incurred by you or any users of your account and credit card (or other applicable payment mechanism) at the price(s) in effect when such charges are incurred. You will also be responsible for paying any applicable taxes relating to your purchases. (For additional information regarding pricing, see Legal Notices Under California Law — Pricing Information below.)
H. Third Parties
- Third-Party Products and Services. From time to time, Company may have the opportunity to offer to you products and services from third-party vendors, including at discounted prices and through special arrangements. Please be aware, however, that Company cannot take any responsibility for such third-party products and services. Please address any inquiries or concerns you may have about such products and services directly to the relevant vendor. Also, please note that, in some cases, Company may receive a referral fee or other consideration from the vendor for making the goods and services available to you. By taking advantage of the offer made available through Company, you are agreeing to any such fee or other arrangement.
- Third-Party Online Resources. The Platform may contain links to websites and other online resources of third parties that are not under Company’s control. Company may make available such links to other online resources merely as a convenience to you. Company makes no representations of any kind regarding the content of such third-party online resources, and you hereby irrevocably waive any claim against Company with respect to such online resources. You agree that any time you access a third-party online resource that is linked through the Platform, you do so at your own risk. Company is not responsible for the accuracy or reliability of any information or materials contained on any third-party online resources. Any comments regarding any third-party online resources should be directed to the entity whose website contains these materials or resources.
- Disclaimer. Your use of third-party products, services, websites and other third-party materials and resources is at your own risk and is subject to any additional terms, conditions and policies applicable to such third-party products, services, websites, materials and resources (such as Terms of Service, Terms of Use, or Privacy Policies of the providers of such third-party products, services, websites, materials and resources).
- Linking to the Platform by Third Parties. A third-party website that links or seeks to link to the Platform: (1) may link to the home page of the Platform (or any other page that Company may designate from time to time), but not replicate any of the Materials; (2) may not create a browser, border or frame environment around the Platform’s content; (3) may not imply that Company is endorsing it or its products; (4) may not misrepresent its relationship with Company, its publishers or licensees; (5) may not use any Company logo or other proprietary graphic or trademark as part of any link or otherwise without Company’s express prior written permission; and (6) may not portray Company, its related legal entities, directors, officers, employees, publishers or licensees or their services in a false, misleading, derogatory, or otherwise offensive manner. A third-party website seeking to link to the Platform must not violate any laws, advocate unlawful activity or contain content that is not appropriate for all ages. Company expressly reserves the right to remove any links to the Platform or request that you remove any links to the Platform that are not in compliance with these Terms.
I. DISCLAIMER OF WARRANTIES.
- GENERAL DISCLAIMERS. COMPANY PROVIDES THE PLATFORM “AS IS” AND “AS AVAILABLE” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. COMPANY DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVER(S) ON WHICH THE PLATFORM IS HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, CABLE, COMPUTER HARDWARE, AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE PLATFORM, AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE PLATFORM AND YOUR RELIANCE THEREON.
- Although we attempt to ensure the integrity of the Platform, we make no guarantees as to its completeness or correctness. In the event that a situation arises in which the Platform’s completeness or correctness is in question, please contact Company via Company’s Contact Page listed above and, if possible, provide a description of the material to be checked and the specific location (URL) where such material can be found on the Platform, as well as information sufficient to enable us to contact you. We will try to address your concerns as soon as reasonably practicable. For copyright infringement claims, see Digital Millennium Copyright Act — Notification of Alleged Copyright Infringement above.
- Company hopes that the Materials will be helpful as a background reference, but they should not be construed as legal, accounting, or other professional advice on any subject matter. In addition, Company strives to provide accurate information, but Company is not engaged in providing legal, accounting, or like professional services, and availability or use of the Materials is not intended to create, and does not create, any such professional services relationship. Use of the Materials is not an adequate substitute for obtaining legal, accounting, or other professional advice from a licensed provider in your jurisdiction. You agree you will not act or refrain from acting based on any of the Materials without first seeking the services of a competent professional.
J. DISCLAIMERS REGARDING THE DATABASES. DATA CONTAINED IN THE DATABASES HAS BEEN PROVIDED TO COMPANY BY COPYRIGHT OWNERS, LICENSEES AND OTHERS. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF THE DATA MADE AVAILABLE THROUGH THE PLATFORM. COMPANY SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY ON THE PART OF ANY COVERED PARTY (AS DEFINED BELOW) FOR ANY LOSS OR DAMAGES WHICH MAY BE INCURRED, DIRECTLY OR INDIRECTLY, AS A RESULT OF THE USE OF THE INFORMATION IN THE DATABASES, OR FOR ANY OMISSIONS OR ERRORS CONTAINED IN THE DATABASES.
In some cases, the copyright ownership information shown for a musical composition or sound recording may not reflect actual copyright ownership of such musical composition or sound recording, or may no longer be current. Musical compositions or sound recordings listed in a Database may not be fully represented or represented at all by Company, and may not be licensable through Company. The data contained in online licensing reports and statements may no longer be current at the time such data is accessed through the Platform.
K. LIMITATION OF LIABLITY.
- A COVERED PARTY (AS DEFINED BELOW) SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING IN ANY WAY FROM (1) ANY ERRORS OR OMISSIONS IN, OR THE CONTENT OF, THE PLATFORM; (2) THE UNAVAILABILITY OF THE PLATFORM, INCLUDING ANY FEATURES THEREOF; (3) ANY DAMAGE TO A COMPUTER SYSTEM OR LOSS OF DATA IN CONNECTION WITH THE USE OF THE PLATFORM; (4) ANY UNAUTHORIZED TRANSACTION OR MISUSE OF THE PLATFORM OR YOUR DATA BY AN EMPLOYEE OF CUSTOMER OR BY ANY OTHER PARTY; AND/OR (5) ANY LOSS OR MISUSE OF A USERNAME OR PASSWORD.
- “Covered Party” means (1) Company, its related legal entities, and any officer, director, employee, subcontractor, agent, representative, successor or assign of Company or its related legal entities; and (2) each third-party supplier of any portion of the Platform, their affiliates, and any officer, director, employee, subcontractor, agent, representative, successor or assign of any third-party supplier of materials or any of their affiliates.
- IN ADDITION TO THE MORE SPECIFIC LIMITATIONS OF ALL LIABILITY SET FORTH ABOVE, NO COVERED PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, LOSS OR USE OF DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE FOREGOING, NO COVERED PARTY WILL BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE PLATFORM OR FROM ANY SERVICES OR THIRD-PARTY MATERIALS. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM OR ANY SERVICES OR THIRD-PARTY MATERIALS IS TO STOP USING THE PLATFORM. THE MAXIMUM AGGREGATE LIABILITY OF ALL COVERED PARTIES COLLECTIVELY, FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE TEN U.S. DOLLARS ($10.00). ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERMS OF USE) ARE MADE ON BEHALF OF BOTH COMPANY AND THE COVERED PARTIES.
- Applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages. Solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have certain additional rights.
L. RELEASE OF LIABILITY. COMPANY MAY ACT MERELY AS AN INTERMEDIARY IN A TRANSACTION PROCESS OR AN INTERMEDIARY ON BEHALF OF DISCLOSED COPYRIGHT OWNERS AS AN AGENT, AND MAY NOT BE A PRINCIPAL IN CERTAIN TRANSACTION BETWEEN A COPYRIGHT OWNER AND LICENSEE OR BETWEEN USERS AND THIRD PARTIES MAKING OFFERS AVAILABLE THROUGH THE PLATFORM. WHERE COMPANY HAS ACTED AS AN INTERMEDIARY, YOU HEREBY RELEASE COMPANY, ITS RELATED LEGAL ENTITIES, AND ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS AND ASSIGNS FROM ANY CLAIM, DEMAND, DAMAGE (ACTUAL, CONSEQUENTIAL, SPECIAL, OR OTHER), OR LIABILITY (VICARIOUS OR OTHERWISE) OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ACTIONS OF ANY COPYRIGHT OWNER, LICENSEE, USER, OR THIRD PARTY THAT MAKES OFFERS AVAILABLE THROUGH THE PLATFORM, OR ANY DISPUTE BETWEEN OR AMONG ONE OR MORE OF SUCH USERS, INDIVIDUALS, OR ENTITIES.
TO THE EXTENT IT MAY APPLY, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
M. Indemnification. Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless any Covered Party from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising from, relating to, or resulting from (a) your breach or alleged breach of these Terms of Use, including any covenants, representations and warranties therein; (b) your access to, use, misuse, or alleged misuse of the Platform; or (c) your violation or alleged violation of any law or any rights of any third party.
N. Legal Notices Under California Law. Under California Civil Code Section § 1789.3, California residents are entitled to the following specific consumer rights information:
- Pricing Information. Current fees for our services may be obtained by contacting Company via Company’s Contact Page listed above. Company reserves the right to change its fees or to institute new fees at any time.
- Complaints. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at 916-445-1254 or 800-952-5210.
O. Filtering. We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Company is not responsible for implementing any parental control protections.
P. Miscellaneous. If any provision of these Terms of Use is held to be invalid or unenforceable, such provision shall be modified so that it is valid and enforceable while reflecting to the greatest extent possible the original intent of the parties, and the remaining provisions shall be enforced pursuant to these Terms of Use. You agree that these Terms of Use and all agreements incorporated herein may be assigned by Company, in its sole discretion, to a third party. You may not assign these Terms of Use or any agreement incorporated herein without the prior written consent of Company. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of the text to which they pertain. Any use of the term “including” or variations thereof in these Terms of Use shall be construed as if followed by the phrase “without limitation.” Company’s failure to act with respect to a breach by you or others does not waive Company’s right to act with respect to subsequent or similar breaches. These Terms of Use, and any additional terms or conditions set forth by Company in connection with specific services or features made available through the Platform, which are incorporated herein by reference, collectively set forth the entire understanding between you and Company with respect to the subject matter hereof and thereof. Notwithstanding the foregoing, if you and Company have entered or enter into a separate written agreement with respect to any such specific services or features, then, solely with respect to such services or features, such separate agreement will control in the event of any irreconcilable conflict between the terms of such separate agreement and these Terms of Use. Notices to you (including notices of changes to these Terms of Use) may be made via posting to the Platform or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Q. Jurisdictional Issues. The Platform is controlled or operated (or both) from the United States, and is not intended to subject Company or any of its related legal entities, officers, directors, employees, subcontractors, agents, representatives, successors or assigns to the laws or jurisdiction of any state, country or territory other than the United States. Company does not represent or warrant that the Platform or any specific features or services that may be accessible through the Platform are appropriate or available for use in any particular jurisdiction. Those who choose to access the Platform and the entities that such individuals represent do so on their own initiative and at their own risk, and are responsible for complying with local laws, if and to the extent local laws are applicable. Company may limit the availability of the Platform and/or specific features or services of the Platform with respect to any person, geographic area or jurisdiction we choose, at any time, in our sole discretion.
R. Applicable Law; Arbitration. The laws of the United States (including federal arbitration law) and the State of New York, without regard to principles of conflict of laws, will govern these Terms of Use, and any dispute of any sort that might arise between you (including the entity you represent) and/or Company and/or any User or third party making an offer(s) through the Platform arising from or related to these Terms of Use. All disputes arising out of or related to these Terms of Use or any aspect of the relationship between you and Company, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury, and you agree that you and Company are each waiving the right to trial by a jury. You agree that any arbitration under these Terms of Use will take place solely between you and Company, and not together with or on behalf of any other parties; class arbitrations and class actions are not permitted and you are agreeing to give up the ability to participate in a class action. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, as amended by these Terms of Use. The Commercial Arbitration Rules are available online at https://www.adr.org/Rules. Any in-person appearances will be held in New York County, State of New York. The arbitrator’s decision will follow the provisions of these Terms of Use and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms of Use, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.
S. Export Control Laws. You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; (b) on any of the U.S. government lists of restricted end users.