SearchWhisper Terms of Use
Terms Of Service & Conditions Of Use
The following describes the Terms of Service Conditions of Use for our http://searchwhisper.com/ website ("Website" or "Site").
IMPORTANT—This Website is operated by SearchWhisper ("we", "our", "us"). PLEASE READ THIS TERMS OF USE AGREEMENT ("Terms" or "Agreement") CAREFULLY BEFORE ACCESSING OR USING OUR WEBSITE. THESE TERMS OF USE DESCRIBE YOUR LEGAL RIGHTS AND RESPONSIBILITIES, AND BY ACCESSING OR USING OUR WEBSITE, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THE TERMS OF USE. THESE TERMS OF USE FORM A LEGAL AGREEMENT BETWEEN YOU AND US REGARDING YOUR USE OF THE WEBSITE ALONG WITH RELATED SERVICES, FEATURES, CONTENT AND OFFERS PROVIDED ON THE WEBSITE. THESE TERMS OF USE ALSO INCLUDE A MANDATORY ARBITRATION CLAUSE AND A CLASS ACTION WAIVER.
IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE OUR WEBSITE. IF YOU DO NOT UNDERSTAND THESE TERMS AND CONDITIONS, DO NOT USE OUR WEBSITE.
WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO MAKE CHANGES TO OUR WEBSITE, THESE TERMS, THE POLICIES AND CONDITIONS THAT GOVERN THE USE OF OUR WEBSITE AND AN INDIVIDUAL'S ACCESS TO THIS SITE AT ANY TIME, OR TO TERMINATE THIS SITE WITHOUT NOTICE. SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED AGREEMENT ON OUR WEBSITE. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OR USE OF OUR WEBSITE AFTER SUCH NOTICE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT, INCLUDING ANY AND ALL MODIFICATIONS, ADDITIONS, DELETIONS, OR OTHER CHANGES.
OUR WEBSITE AND CONTENT ARE PROVIDED ON AN 'AS IS' BASIS WITHOUT ANY WARRANTIES OF ANY KIND. OUR WEBSITE AND ITS SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, INCLUDING (BUT NOT LIMITED TO) THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND THE WARRANTY OF FITNESS FOR PARTICULAR PURPOSE. OUR WEBSITE AND ITS SUPPLIERS MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENT, SERVICES, SOFTWARE TEXT, GRAPHICS, AND LINKS.
By using this website, you agree to abide by these Terms of Service and Conditions of Use. Please read them carefully.
Our SearchWhisper Website (and other internal websites stemming from it, such as specific membership sites or webpages pertinent to the main website or weblog) is an online (and, periodically, offline) information service and is subject to your compliance with the terms and conditions set forth below (all parts and parties collectively referred to as our website).
Any other policies, notices, or other legal/administrative pages contained in our website are necessarily incorporated into these Terms of Service and Conditions of Use. This may include, without limitation, a DMCA Policy, Privacy Policy, Disclaimer, Copyright Notice, Anti-Spam Policy, and FTC Compliance Policy.
You agree to follow all applicable laws and regulations regarding your use of our http://searchwhisper.com/ website and the content and materials provided in it.
Our website is an independent, stand-alone entity that has no relationship, connection, or affiliation whatsoever with any company, person, outfit, organization, or group mentioned herein, even if such name appears in our website name, domain, URL, or otherwise. You should assume no other party, by mere mention of their name, has endorsed anything you see here. The aim is simply to provide useful resources for our readers, some of which we may be compensated for. You should simply assume at all times we are being compensated and, while that may not prompt us to make unsound recommendations, you should always be responsible for your own financial decisions, be it investing, purchasing, donating, or otherwise.
License Grant
You are granted a personal, limited, nonexclusive, nontransferable, royalty-free, revocable license to use our website conditioned on your continued compliance with these Terms of Use. You may print and materials and information from this Website solely for your own personal use, provided that you agree not to change the content from its original form. Moreover, you agree not to modify or delete any copyright and/or applicable intellectual property notices from the materials. Any part of the Website with a notice that prohibits the printing & downloading of materials supersedes all prior statements and controls.
License Restrictions
The foregoing license is limited. You, therefore, may not (1) use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit the Website (or any part thereof) in any manner not expressly permitted by these Terms of Use; (2) reverse engineer, decompile, disassemble, translate, or create any derivative work of the Website (or any part thereof); (3) access, link to, or use any source code from the Website (or any part thereof); or (4) erase or remove any proprietary or intellectual notice contained in or on the Site (or any part thereof). In addition, you acknowledge and agree that exceeding the scope of the license herein shall be a material breach of this Agreement and subject to the termination provisions set forth herein.
Copyright, Licenses and Idea/User Submissions.
The following describes the Copyright Notice for our website.
The Website may contain content and/or materials specifically provided by us, our partners or our users and such content is provided by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. The owner of the copyrights and/or trademarks are our website, and/or other third party licensors or related entities. You shall abide by and maintain all copyright notices, information, and restrictions contained in any content accessed through the services.
You hereby acknowledge that SearchWhisper provides you with only a limited license to access and use the Website. Accordingly, you hereby expressly acknowledge and agree that SearchWhisper transfers no ownership or intellectual property interest or title in and to the SearchWhisper materials to you or anyone else under this Agreement. You do not own rights to any article, book, ebook, document, blog post, software, application, add-on, plugin, art, graphics, images, photos, video, webinar, recording or other materials viewed or listened to through or from our SearchWhisper website or via email or by way of protected content in a membership site. Such materials are the copyrighted property of SearchWhisper or its affiliated companies and/or third party licensors. The posting of data on our website, such as a blog comment, does not change this fact and does not give you any right in the data. You surrender any rights to your content once it becomes part of our website.
All rights not expressly granted in these Terms of Use are reserved to SearchWhisper or its affiliated companies and/or third party licensors, whichever is the owner of any specific material. SearchWhisper hereby reserves any and all intellectual property rights in the Website materials not otherwise expressly granted in this Agreement. Nothing contained in this Website should be construed as granting any license or right to use any trademark, logo, trade name, or design displayed on this Website without the written permission of SearchWhisper, or the respective owner of the trademark. The use of any such material on any other website or computer environment is prohibited.
User Obligations
By accessing or using the Website, you hereby represent that you are of the legal age to execute a legally enforceable contract under the laws of the state and/or country in which you reside. You also agree that you will, at all times, provide true, accurate, current, and complete information when submitting information to the Website, including, without limitation, when you provide information to SearchWhisper via an email or any registration or submission form found on the Website. In addition, you agree to use the products and services offered by our website in a manner consistent with all applicable local, state and federal laws and regulations. No material shall be stored or transmitted which infringes or violates the rights of others, which is unlawful, obscene, profane, indecent or otherwise objectionable, threatening, defamatory, or invasive of privacy or publicity rights.
Our Website prohibits conduct that might constitute a criminal offense, give rise to civil liability or otherwise violate any law. Any activity that restricts or inhibits any other user from using the services of our website is also prohibited. Unless allowed by a written agreement, you may not post or transmit advertising or commercial solicitation on our website.
You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers') infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent, or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or "spam" on the Services; (v) use manual or automated software, devices or other processes to "crawl" or "spider" any page of the site; (vi) harvest or scape any content from the Site; or (vii) otherwise take any action in violation of these Terms of Use. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCING ANY SERVICES, PROGRAMS, PRODUCTS, INFORMATION, OR MATERIALS PROVIDED BY SearchWhisper TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. In such circumstances or if you violate any of the provisions of these Terms of Use, your permission to use the materials automatically terminates and you must immediately destroy any copies you have made of the materials.
Links to Our Website
The Website may permit you to link to other websites, services or resources on the Internet, including but not limited to Facebook, and other websites, services or resources. You may provide links to our Website, provided you do not change, remove, or obscure the copyright notice or other notices on our website. Your website or other source of links must not engage in illegal or pornographic activities. Finally, you may link provided you understand that you must stop linking to our Website immediately upon our request.
Use of Our Website.
You agree, acknowledge, and accept that we are not trained professionals and do not purport to render professional or expert advice in any arena. This Site is not intended to diagnose, treat, cure, or prevent disease. This Site is not intended to provide legal or financial advice. This Website's content is not a substitute for direct, personal, professional medical, legal or financial advice. The information contained within this Site is not intended to provide specific physical or mental medical advice, legal advice, financial advice, or any other advice whatsoever, for any individual or company and should not be relied upon in that regard. Our website, and your use of it, does not create an attorney-client, physician-patient, or advisor-client relationship. We do not warrant or guarantee the accuracy, adequacy, or recency of the data contained in or linked to our website.
Your use of our SearchWhisper website or materials linked to our website is completely at your own risk. You should not act or depend on any data on our Website, where applicable, without seeking the counsel of a competent lawyer, doctor, or financial advisor licensed to practice in your jurisdiction.
Submission of Information and/or Materials
You agree that you will, at all times, provide true, accurate, current, and complete information when submitting information or materials on this Website, including, without limitation, when you provide information via a Website registration or submission form. If you provide any false, inaccurate, untrue or incomplete information, SearchWhisper reserves the right to terminate immediately your access to and use of this Website.
In addition, you agree that you will not make any transmission or submission to this Website that violates any laws or regulations or infringes or violates the rights of any person or entity. By making communications or submitting information, success stories, testimonials, feedback, and/or photographs (collectively, "Submissions") to message or discussion boards or other forums, such as success stories or testimonials, or in contests, you agree that such Submission is not confidential for all purposes and we shall not be liable for any use or disclosure of any such Submissions by us or others. You agree to not post material that is copyrighted, unless you are the copyright owner or have the permission of the copyright owner to post it; post material that reveals trade secrets, unless you own them or have the permission of the owner; post material that infringes on any other intellectual property rights of others or on the privacy or publicity rights of others; post material that is obscene, profane, defamatory, threatening, harassing, abusive, hateful, or embarrassing to another user of our website or any other person or entity; post a sexually-explicit image; post advertisements or solicitations of business; post chain letters or pyramid schemes; or impersonate another person.
If you make any such Submission, you automatically grant SearchWhisper a non-exclusive, royalty-free, worldwide, irrevocable, perpetual license, with the right to sub-license, to reproduce, distribute, disseminate transmit, create derivative works of, modify, publicly display and publicly perform any materials and other information (including, without limitation, ideas contained therein for new or improved products and services) you submit to any public areas of our website (such as bulletin boards, forums, blog, and newsgroups) or by e-mail to our website by all means and in any media now known or hereafter developed. You also grant to our website the right to use your name and/or likeness in connection with all advertising, marketing and promotional material related thereto. You agree that you shall have no recourse against our website for any alleged or actual infringement or misappropriation of any proprietary right in your communications to our website. SearchWhisper is not and shall be under no obligation (1) to maintain any Submissions in confidence; (2) to pay for compensation for using any Submissions and/or using your name or likeness for promotional purposes; or (3) to respond to any Submissions.
SearchWhisper does not represent or guarantee the truthfulness, accuracy, or reliability of any communications posted by other users of our Website or endorse any opinions expressed by users of our website. You acknowledge that any reliance on material posted by other users of our website will be at your own risk.
Sale of Products
You may be provided with the opportunity to purchase products and/or services through the SearchWhisper Website or from third party websites linked to the SearchWhisper Website. Products and services purchased through or provided by third-party websites are subject to the terms and conditions of such third parties and their websites, and SearchWhisper shall have no liability or responsibility for such purchases.
Modifications
SearchWhisper reserves the right to modify, discontinue, temporarily or permanently, the Website as a whole and any or all of the Website features, products, services or information appearing on, or available through, any or all of the Website with or without notice to you. We may make changes to the features, functionality or content of our website at any time. We reserve the right in our sole discretion to edit or delete any data appearing on our website. You agree that SearchWhisper shall not be liable to you or any third party for any modification or discontinuance of such features, products, services, or information on the Website or the Website itself. However, neither the course of conduct between the parties nor industry trade practice shall act to modify any provision of this Agreement.
Privacy Policy
The registration data and certain other information about you is subject to our Privacy Policy. Please review the full privacy policy here.
Your Duty To Other Users
Your use of our Website is for your own personal, non-commercial benefit. In no way are you to leverage our website in a way that mines for the personal information of others, whether in blog comments or otherwise, for your own use or for the benefit of others. This includes, but is not limited to, spam (unsolicited commercial email).
If you inadvertently obtain personal information about other users, you shall not share this with anyone else.
Restricted access
Access to certain areas of our Website is restricted. We reserve the right to restrict access to other areas of our website, or indeed our whole website, at our discretion.
If we provide you with a user ID (username) and password to enable you to access restricted areas of our website or other content or services, you must ensure that that user ID and password is kept confidential. You may not share your user ID and/or password with anyone for any reason, either directly or indirectly. You accept responsibility for all activities that occur under your user ID or password.
Viruses, etc.
You also understand that our SearchWhisper website cannot and does not guarantee or warrant that files available for downloading through our website will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to our website for the reconstruction of any lost data.
Assumption of Risk
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF OUR WEBSITE AND THE INTERNET. OUR WEBSITE PROVIDES OUR WEBSITE AND RELATED INFORMATION "AS IS" AND DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE PRODUCT OR SERVICE, ANY MERCHANDISE INFORMATION OR SERVICE PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY, AND OUR WEBSITE SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES, MERCHANDISE AND OTHER INFORMATION PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY. OUR WEBSITE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED.
YOU UNDERSTAND FURTHER THAT THE PURE NATURE OF THE INTERNET CONTAINS UNEDITED MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO YOU. YOUR ACCESS TO SUCH MATERIALS IS AT YOUR RISK. OUR WEBSITE HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS YOU MIGHT SOMEHOW ACCESS.
Limitation of Liability
The content may contain inaccuracies or typographical errors. Our Website makes no representations about the accuracy, reliability, completeness, or timeliness of the content or about the results to be obtained from using our website or the content on it. Use of our website and the content is at your own risk. Changes are periodically made to our website, and may be made at any time. You expressly agree that the use of our Website is at your sole risk and is provided on an "as is" and "as available" basis to the fullest extent permissible pursuant to applicable laws.
OUR WEBSITE DOES NOT WARRANT THAT OUR WEBSITE WILL OPERATE ERROR-FREE OR THAT OUR WEBSITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL GOODS OR CONDITIONS. IF YOUR USE OF OUR WEBSITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, OUR WEBSITE IS NOT RESPONSIBLE FOR THOSE COSTS.
SearchWhisper and its affiliates (and their franchisees and licensees) and subsidiaries (collectively, "affiliates") expressly disclaim all warranties of any kind, express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. SearchWhisper and its affiliates make no warranty, express or implied, that the Website or any services, products or information obtained on or through the Website will meet your requirements or will be uninterrupted, timely, secure, or error free; nor does SearchWhisper and its affiliates make any warranty, express or implied, as to the results that may be obtained from the use of the Website or any services, products or information obtained on or through the Website as to accuracy, completeness or reliability thereof. SearchWhisper makes no commitment to update or correct any information that appears on the Website or any Website linked hereunder.
You understand and agree that any material and/or information downloaded or otherwise obtained through the use of or from the Website is done at your own discretion and risk and that you will be solely responsible for your use or nonuse of such information, including, without limitation, any damage to your computer system or loss of data that results from the download of such material and/or information and any bodily injury. SearchWhisper is not responsible for technical, hardware or software failures of any kind; lost or unavailable network connections; incomplete, garbled or delayed computer transmissions.
Express Disclaimer of Consequential Damages
IN NO EVENT WILL OUR WEBSITE, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED AT OUR WEBSITE BE LIABLE FOR (I) ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR OTHER DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF ACCESS, USE OF OR INABILITY TO USE THE SERVICE, OR ANY INFORMATION, OR TRANSACTIONS PROVIDED ON THE SERVICE, OR DOWNLOADED FROM THE SERVICE, OR ANY DELAY OF SUCH INFORMATION OR SERVICE. EVEN IF OUR WEBSITE OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE AND/OR MATERIALS OR INFORMATION DOWNLOADED THROUGH THE SERVICE. UNDER NO CIRCUMSTANCE SHALL WE BE LIABLE FOR MORE THAN THE AGGREGATE AMOUNT PAID BY YOU TO US WITHIN THE 12 MONTHS PRECEDING ANY CLAIM.
BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW, RESULTING IN THE SMALLEST DOLLAR AMOUNT PERMITTED FOR THE AGGREGATE LIABILITY FOR BOTH OUR WEBSITE AND AFFILIATED PARTIES FOR A CLAIM DERIVING FROM OR RELATED TO OUR WEBSITE. THIS IS IN PLACE OF ANY AND ALL OTHER REMEDIES OTHERWISE AVAILABLE.
Links to Third Party Websites.
Our website contains links to third party Websites. Our SearchWhisper website makes no representations whatsoever about any other website which you may access through this one or which may link to this website. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. When you access a website from our Website, please understand that it is independent from our website. These links are provided solely as a convenience to you and not as an endorsement by our website of the contents on such third-party websites. Our Website is not responsible for the content of linked third-party Websites and does not make any representations regarding the content or accuracy of material on such third party Websites. If you decide to access linked third-party websites, you do so at your own risk. You should assume we are compensated for any purchases you make. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or source.
Social Media Warning (Divulgence of Personal & Private Information)
Social media has provided a platform for internet users to disclose much personal information about themselves, in a way that seems innocuous, if not proper and expected. However, more than a few folks have already lived to regret personal information that was shared either by them or others. This has long been true of simple email. It is exponentially true of social websites and applications for social media on any other website, including this one. You are cautioned against carelessly disclosing information.
Indemnification.
You agree to indemnify, defend and hold harmless our SearchWhisper website, its members, officers, directors, employees, agents, licensors, suppliers, licensors, contractors, third party information providers and others involved in the delivery of products, services or information through the Website (collectively, "Indemnified Parties"), from and against all losses, expenses, damages, judgments, awards, expenses and costs, including reasonable attorneys' fees and litigation expenses, resulting from any use of our website or violation of this Agreement (including negligent or wrongful conduct) by you or any other person accessing our website. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed through the Website. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
Third Party Rights.
The Use of the Service, and Indemnification provisions are for the benefit of our Website and its owners, officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Service. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its/their own behalf.
Term; Termination.
These Terms of Use will take effect at the time you place an order, register, respond to a request for information, or begin downloading, streaming, accessing, or using the Website, whichever is the earliest. We reserve the right at any time and for any reason to investigate complaints or reported violations of these Terms of Service and Conditions of Use and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any data necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, IP addresses and traffic data. We reserve the right to immediately terminate a user's account in the event of any conduct by a user which SearchWhisper, in its sole discretion considers to be inacceptable, or in the event of any breach by a user of these Terms of Use. Termination will be effective with or without notice.
You may also terminate these Terms of Use at any time by ceasing to use the Website, but all applicable provisions of these Terms of Use will survive termination. The provisions concerning SearchWhisper's proprietary and intellectual property rights, Submissions, indemnity, disclaimers of warranty and liability, third party rights, and governing law will survive termination of these Terms of Use for any reason.
Governing Law
This Agreement shall treated as though executed, set in force, and performed in the State of New York, Accordingly, it shall be governed and construed in accordance with the laws of State of New York, United States of America. in terms of those applicable to agreements, without regard to conflict of law principles. Should the arbitration provision below be found to be inapplicable or unenforceable, you consent and submit to the exclusive jurisdiction of the state and federal courts located in the state of New York, United States of America, in all questions and controversies arising out of your use of the Website and this Agreement.
Disputes
Any cause of action by you with respect to our Website must be instituted within one (1) year after the cause of action arose or accrued, or be forever waived and barred. All actions shall be subject to the limitations set forth in these Terms of Service and Conditions of Use.
ARBITRATION AND CLASS ACTION WAIVER
Any controversy or legal claim arising out of or relating to the use of the Website or Service, or these Terms of Service and Conditions of Use, excluding intellectual property right infringement and other claims by us, that cannot be resolved through an informal process or through negotiation within 120 days shall be settled confidentially through mandatory binding arbitration administered by the American Arbitration Association commercial arbitration rules. Judgment on the award rendered may be entered in any court having jurisdiction thereof. The arbitration shall be conducted in New York. Each party shall bear one half of the arbitration fees and costs incurred, and each party shall bear its own lawyer fees. You agree that all disputes and all claims shall only be arbitrated on an individual basis, and shall not be consolidated, on a class-wide, representative basis, or with any other arbitration(s) or other proceedings that involve any claim or controversy of any other party.
BY AGREEING TO THIS ARBITRATION AGREEMENT, YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT, INCLUDING YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION. In arbitration, a dispute is resolved by a neutral arbitrator or panel of arbitrators, rather than by a judge or jury. Arbitration is more informal than a court trial; however, an arbitrator can award the same relief that a court can award. The arbitration will be administered by the American Arbitration Association ("AAA"), and may be conducted under AAA's Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, the "AAA Rules") in effect at the time of the dispute. You may obtain copies of the AAA Rules and forms and instructions for initiating arbitration by visiting the AAA website at www.adr.org.
IF FOR ANY REASON THIS ARBITRATION CLAUSE IS UNENFORCEABLE OR INAPPLICABLE, BOTH YOU AND WE AGREE, TO THE EXTENT PERMISSIBLE BY LAW, TO WAIVE ANY RIGHT TO PURSUE ANY CLAIMS ON A CLASS ACTION BASIS. IF ANY PORTION OF THIS CLASS ACTION WAIVER IS LIMITED, VOID, OR UNENFORCEABLE, THEN OUR AGREEMENT TO ARBITRATE UNDER THIS SECTION WILL NOT APPLY AND ANY CONTROVERSY OR CLAIM MUST BE BROUGHT EXCLUSIVELY IN THE STATE AND FEDERAL COURTS IN [STATE].
Assignability
Our website may assign its rights and duties under this Agreement to any party at any time without notice to you. If SearchWhisper, or its assets, are acquired by another entity, then that entity will assume our rights and obligations as described in these Terms of Use. You may not assign your rights or obligations under these Terms of Use, by operation of law or otherwise, without our prior written consent. Notwithstanding the foregoing, SearchWhisper may assign this Agreement in whole or in part. Moreover, SearchWhisper may delegate its rights and responsibilities or use contractors or agents to fulfill its obligations under this Agreement. No joint venture, partnership, employment, or agency relationship exists between you and SearchWhisper, as a result of these Terms of Use or your use of this Website. These Terms of Use, SearchWhisper's Privacy Policy, and any other agreement or terms or conditions for services, subscriptions, or licenses for products or services available through the Website, which are all hereby incorporated by reference as if set forth fully herein, represent the entire agreement between you and SearchWhisper, with respect to use of the Website, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and SearchWhisper, with respect to this Website.
Contra Preferentum
The language in these Terms of Service and Conditions of Use shall be interpreted as to its fair meaning and not strictly for or against any party. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party (i.e. ñ contra preferentum) shall not apply in interpreting these Terms of Service and Conditions of Use, as the Agreement shall be construed as having been co-authored by the parties.
Severability
Should any part of these Terms of Service and Conditions of Use be held invalid or unenforceable, that portion shall be construed as much as possible consistent with applicable law and severability shall apply to the remaining portions, so that they remain in full force and effect.
This Agreement Prevails
To the extent that anything in or associated with our website is in conflict or inconsistent with these Terms of Service and Conditions of Use, these Terms of Service and Conditions of Use shall take precedence.
Waiver
Our failure to enforce any provision of these Terms of Service and Conditions of Use shall not be deemed a waiver of the provision nor of the right to enforce the provision. No waiver by SearchWhisper of any right under these Terms of Use will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.
Our rights under these Terms of Service and Conditions of Use shall survive any termination of this agreement.
CHANGE NOTICE: As with any of our administrative and legal notice pages, the contents of this page can and will change over time. Accordingly, this page could read differently as of your very next visit. These changes are necessitated, and carried out by SearchWhisper, in order to protect you and our http://searchwhisper.com/ website. If this page is important to you, you should check back frequently as no other notice of changed content will be provided either before or after the change takes effect.
COPYRIGHT WARNING: The legal notices and administrative pages on this website, including this one, have been diligently drafted by an attorney. We at SearchWhisper have paid to license the use of these legal notices and administrative pages on http://searchwhisper.com/ for your protection and ours. This material may not be used in any way for any reason and unauthorized use is policed via Copyscape to detect violators.
QUESTIONS/COMMENTS/CONCERNS: If you have any questions about the contents of this page, or simply wish to reach us for any other reason, you may do so by using our Contact information.
Effective Date: February 12, 2016