PLEASE READ THESE TERMS OF USE (“Terms”) CAREFULLY BEFORE USING THE SITE (DEFINED BELOW), AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS, DO NOT USE THE SITE.
These Terms apply to the website from which you are accessing these Terms, and its features, and any applications, widgets, interactive features or online services that post a link to or include these Terms (however accessed or used, whether via a personal computer, mobile device or otherwise) (collectively, the “Site”). xLegion or one of its subsidiary or affiliated companies (collectively, “xLegion” or “we”, “us” or “our”) owns or operates the Site. These Terms do not apply to any other website, feature, application, widget or online service or any offline activities by xLegion (unless specifically stated). By clicking or ticking a box to agree to these Terms or by accessing or using the Site, you agree to be bound by these Terms. You affirm that you have the capacity, and are of legal age, to agree to these Terms.
When using particular services or features of the Site, in addition to these Terms, a separate guidelines document, payment terms or end user license agreement may apply to your use of that feature or service (“Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.
NOTE THAT THE “ARBITRATION AGREEMENT” SECTION BELOW CONTAINS PROVISIONS THAT REQUIRE, WITH LIMITED EXCEPTIONS, ALL DISPUTES ARISING OUT OF OR RELATING TO YOUR USE OF THE SITE TO BE RESOLVED IN BINDING ARBITRATION, AND NOT IN COURT, AND THAT YOU AND xLegion WAIVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION IN CONNECTION WITH SUCH DISPUTES. PLEASE READ THE ARBITRATION AGREEMENT CAREFULLY. BY USING THE SITE OR ACCEPTING THIS AGREEMENT, YOU HEREBY AGREE TO BE BOUND BY THE ARBITRATION AGREEMENT.
1. OWNERSHIP OF SITE MATERIALS
The Site includes, without limitation, all materials that are included in or are otherwise a part of the Site (including past, present and future versions of the Site), including, without limitation: graphics; layout; text; instructions; images; trademarks, logos, and service marks; audio; videos; designs; ringtones; wallpapers; games; contests; voting; technology; applications; artwork; information; data; designs; compilations; advertising copy; domain names; any and all copyrightable material (including without limitation source and object code); the “look and feel” of the Site; the compilation, assembly and arrangement of the materials of the Site; and all other materials related to the Site (collectively, “Materials”).
The Materials are owned by or licensed to xLegion and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent, and other laws, rules, regulations and treaties. Except as expressly set forth in these Terms or expressly granted to you in writing by xLegion, no rights in the Materials (either by implication, estoppel or otherwise) are granted to you. You acknowledge that you do not acquire any ownership rights in the Materials by using the Site. You may only use the Materials as expressly set forth in these Terms. UNAUTHORIZED USE, COPYING, REPRODUCTION, STORING, MODIFICATION, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING, REMOVAL OR ALTERATION OF ADVERTISING OR ANY OTHER MISUSE OF ANY OF THE MATERIALS IS STRICTLY PROHIBITED.
Subject to your strict compliance with these Terms and any Additional Terms, xLegion grants you a limited, personal, non-exclusive, non-commercial, revocable, non-sublicensable, non-assignable and non-transferable license to access and view the Materials (excluding source and object code, other than as made available to access and use via standard web browsers to enable display on your device). When you access or view the Materials, you must: (a) keep intact all copyright and other proprietary notices; (b) make no modifications to the Materials; and (c) not allow or assist any third party (whether or not for your benefit) to copy or adapt any object code associated with the Site or reverse engineer, modify or attempt to discover any source code associated with the Site (except to the extent any foregoing restriction is prohibited by applicable, unwaivable law). You also agree that you will not, including without limitation by use of any robot, scraper, or other data mining technology or process, frame, mask, extract data or other materials from, copy or distribute the Materials (except as may be a result of standard search engine or Internet browser usage). Except as expressly provided in these Terms, you may not copy, reproduce, republish, modify, create derivative works of, upload, download, perform, display, post, transmit, distribute or otherwise use Materials in any way, without the prior written permission of a duly authorized xLegion employee. You agree to abide by any and all copyright notices, information, or restrictions contained in any part of the Site. Any and all rights to use the Site that are not expressly granted to you under these Terms are reserved for xLegion or its licensors. Nothing contained in these Terms will affect, impair, or limit in any way xLegion's rights to exploit fully any or all of the Materials. Unauthorized use of Materials may be a violation of federal and state laws and could result in civil and criminal liability.
2. USER CONTENT
The Site may provide you the opportunity to participate and post content publicly in forums, through interactive features and through other communication functionality (“Community Forums”). You may choose, through such features or otherwise, to submit or post photographs, videos, questions, comments, suggestions or other content (collectively, “User Content”).
A. Responsibility for User Content. You understand that you are solely responsible for your User Content, however submitted. xLegion does not control the User Content made available via the Site and therefore does not guarantee the accuracy, integrity, quality or lawfulness of User Content.
If you include personally identifiable information in your User Content, you do so at your own risk, and you may receive unsolicited messages from third parties (the Site may offer features that permit user-to-user communications within the Site and you understand that you may also receive unsolicited messages from third parties through such features). Further, xLegion cannot ensure the security of any information you post on publicly available areas of the Site. You understand that by using the Site, you may be exposed to content or other User Content that is offensive or objectionable.
We have no obligation to monitor the Site or any User Content made available via the Site. However, you acknowledge and agree that xLegion has the right to monitor the Site and User Content you submit and the right (but not the obligation) to delete, edit, move, or disable any such User Content in whole or in part, before or after it appears on the Site, subject to xLegion's sole discretion. xLegion reserves the right to suspend or terminate your access to the Site at any time. Under no circumstances will we be liable in any way for any of your User Content including, but not limited to, any errors or omissions in your User Content, any loss of your User Content or for any loss or damage of any kind incurred as a result of your User Content.
B. License to xLegion. Except as otherwise expressly described in our Privacy Policy, any applicable Additional Terms or otherwise on the Site, your User Content will be treated as non-confidential and non-proprietary and we will not be liable for any use or disclosure of your User Content to anyone, including but not limited to claimed intellectual property owners. You remain the owner of your User Content, but you acknowledge that xLegion must have a license from you in order to accept your User Content. Accordingly, when you submit User Content via the Site, you automatically and irrevocably grant to xLegion an unrestricted, unconditional, unlimited, worldwide, non-exclusive, sub-licensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right and license to use your User Content, including without limitation all patents, trademarks, service marks, trade names, trade identities, copyrights, trade secrets, logos, domain names, know-how, source code and object code, mask-work rights, inventions, moral rights, author's rights, algorithms, rights in packaging, goodwill and other intellectual property and proprietary rights whatsoever in your User Content. You further agree that, to the fullest extent permissible under applicable law, xLegion and its subsidiaries and affiliated companies and their respective officers, directors, employees, agents, suppliers and other representatives (each, an “xLegion Party” and, collectively, “xLegion Parties”) will have the unfettered right throughout the universe, in perpetuity, without any credit or compensation to you, to use, reuse, modify, alter, archive, post, translate, reproduce, distribute (through multiple tiers), publish, transmit, broadcast, display (whether publicly, digitally or otherwise), disclose, adapt, create derivative works based upon, perform (whether publicly, digitally or otherwise), develop, manufacture and use for advertising, marketing, publicity and promotional purposes, any of your User Content or portions of your User Content, and your name, voice, likeness and other identifying information, in any form, media, software or technology of any kind now known or developed in the future for any purposes whatsoever including, without limitation, developing, manufacturing and marketing products. You acknowledge that xLegion may be working on or developing material similar or the same in nature to your User Content and that xLegion may have received similar or the same intellectual property rights from another party. xLegion owes you no obligation to your User Content unless you and xLegion enter a written agreement to that effect. If your User Content is subject to protection under intellectual property rights laws, you are responsible for seeking and securing any such protection that may be available to you. Any discussion or negotiations between you and xLegion regarding your User Content does not constitute xLegion's recognition of the novelty or originality of your User Content. You hereby waive (and consent to us performing any acts or omissions in relation to your User Content and associated materials that may be inconsistent with) any moral rights or other rights you may have in and to any of your User Content, even if the User Content or a derivative work is altered or changed in a manner not agreeable to you.
You agree and understand that the xLegion Parties are not obligated to post or use your User Content submitted through the Site or otherwise, and may alternatively choose to discard or remove your User Content without any liability whatsoever. You further authorize xLegion to publish your User Content in a searchable format that may be accessed by users of the Site and the Internet. You agree that xLegion has no obligation to monitor or enforce your intellectual property rights to your User Content (except where and if required under applicable law) but has the right to protect and enforce its rights to your User Content.
C. Unsolicited Ideas. Please do not send unsolicited ideas, creative suggestions and/or any related materials through the Site or to any xLegion Party (“Unsolicited Submissions”). An Unsolicited Submission is User Content as defined above. xLegion does not accept Unsolicited Submissions, including, without limitation, for motion pictures, television programs, websites or other products or services. We wish to avoid any misunderstandings when projects developed by or on behalf of xLegion may seem to others to be similar to their own creative ideas or materials. Therefore, please do not submit any such Unsolicited Submissions to xLegion through this Site, including without limitation Community Forums, by email, or otherwise. However, if you decide to submit any such Unsolicited Submissions, you agree to grant to xLegion the right and license to your Unsolicited Submissions as User Content as set forth in the Section “License to xLegion” above.
3. USER CONTENT POLICY
When you contribute, upload or otherwise provide your User Content to the Site, you agree to comply with the following requirements:
A. User Content must be your own. All User Content must be created by you and you must have all rights in the User Content; or, all persons who contributed in any way or have any rights to your User Content, or otherwise appear in the User Content, must have given you permission to upload and distribute the User Content on the Site and elsewhere. Upon xLegion's request, you will furnish xLegion any documentation, substantiation or releases necessary to verify your compliance with these Terms.
B. No third party materials. Your User Content should not contain any visible logos, phrases or trademarks or other third-party materials. Do not use any User Content that belongs to other people without their permission – this means you absolutely may not include any content owned or created by someone else, including, without limitation, no uploading or copying of content you found elsewhere on the Internet without proper permission.
C. Only you, your friends and family may appear in images or videos. If you upload photos or videos to the Site, make sure they are of you or of you and someone you know – but only with their express permission to post it.
D. Original music only. Your User Content may not contain any music unless you wrote it and perform it (or you have all rights to the musical work, including without limitation any performances). No jingles, sampling or otherwise using existing music.
E. Keep User Content relevant. Your User Content should relate to the content on the Site and should be intended to add to the discussion on the Site – it should not include irrelevant topics or postings.
F. Follow codes of social decency. Be respectful. Do not make personal attacks. Express yourself with non-offensive individual self-expression so we can continue to build a community for everyone to enjoy. Cursing, harassing, stalking, posting insulting comments, personal attacks, gossip or similar actions are prohibited. Your User Content may not threaten, abuse or harm others. Your User Content may not include any negative comments that are connected to race, national origin, religion, gender, sexual preference or physical handicap or that are defamatory, slanderous, indecent, obscene, pornographic or sexually explicit. If you think your User Content might offend someone, chances are it will – so it doesn't belong on the Site.
G. No User Content that is violent, illegal or promotes inappropriate activity. Your User Content must not violate any law. Your User Content may not promote any illegal activity and your User Content may not promote violence nor describe how to perform a violent act. If you do upload or post User Content that is illegal, violent in nature, or otherwise inappropriate, we reserve the right to take any action that we deem appropriate, in our sole discretion, including without limitation reporting you to law enforcement.
H. Represent yourself truthfully. Do not impersonate any other person, user, xLegion or other company. Do not upload or post User Content that you know is false, fraudulent, deceptive, inaccurate, misleading or that misrepresents your identity or affiliation with a person or xLegion or any other company.
I. Keep private information private. Remember that Community Forums are public and User Content will be accessible and viewable by other users. Do not post personal information (for example, never reveal your passwords, phone number, address, email address or similar information). If there is something you do not want the world to see, do not post it on the Site. And, what is true for you is true for others. Your User Content may not reveal another person's address, phone number, email address, credit card number or any information that may be used to track, contact, or impersonate that individual or that is personal in nature.
J. Use caution when interacting with others. You are solely responsible for your interaction with other users of the Site, whether online or offline. We are not responsible or liable for the conduct of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Please exercise common sense and your best judgment in your interactions with others, when you submit or post any personal or other information, and in all other online activities.
K. No User Content for commercial purposes. Your User Content may not advertise or promote a product or service. You may not use your User Content to raise money for anyone or for a pyramid or other multi-tiered marketing scheme.
L. Do not damage the Site or anyone's computers. User Content may not contain viruses, Trojan horses, spyware or any other technologies that could impact the operation of the Site or any computer system.
In cases where you feel threatened or believe someone else is in danger, you should contact your local law enforcement agency immediately.
4. COLLABORATIVE WORKS
xLegion may provide certain “Mash Up Tools” on the Site that allow you to manipulate Materials or to combine Materials with your User Content (“Your Contribution to Collaborative Works”) or other users' uploaded information. The works created using the Mash-Up Tools are called “Collaborative Works.” Your use of Mash-Up Tools is subject to the following terms:
A. xLegion owns its Materials and retains all rights in its Materials. The license xLegion grants you to use the Materials in connection with Mash-Up Tools is limited to Materials specifically made available by xLegion for use in connection with Mash-Up Tools and, to the fullest extent permissible under applicable law, may be revoked by xLegion at any time without notice or liability to you;
B. The license to use the Materials in connection with Mash-Up Tools is solely for the purpose of allowing you to manipulate the Materials or combine the Materials with Your Contribution to Collaborative Works or other users' uploaded information as expressly allowed by xLegion on the Site, and you may only do so by using the Mash-Up Tools;
C. Your use of the Mash-Up Tools and Collaborative Works is subject to these Terms and any applicable Additional Terms;
D. xLegion owns all rights in the Collaborative Works. You understand and agree that any Collaborative Works will be owned by xLegion and xLegion may make unlimited uses of the Collaborative Works and you have no rights in the Collaborative Works other than as expressly granted by xLegion; however, you retain whatever prior rights you had in Your Contribution to Collaborative Works and retain the right to use Your Contribution to Collaborative Works in works entirely unrelated to Collaborative Works and Materials and entirely unrelated to derivative works of Collaborative Works or Materials;
E. You will have no control over Collaborative Works after submission, including, without limitation, with respect to subsequent contributions made by third parties. The license you grant to xLegion for your User Content in the section above titled “License to xLegion” applies to Your Contribution to Collaborative Works; and
F. You agree to include, and not remove or alter, any of xLegion's trademark, copyright or other proprietary rights notices, as required to be displayed with the Collaborative Works. If expressly permitted on the Site, you may use the Site to create Collaborative Works pursuant to these Terms, but you will not make any use of or license, distribute, reproduce, or otherwise exploit any part of the Collaborative Works (except Your Contributions to Collaborative Works), without our express written permission.
5. VIRAL DISTRIBUTION
xLegion may grant you -- but only through express written permission -- the limited, revocable permission to engage in certain expressly described personal uses of Materials that include the ability to share the Materials with others (“Viral Distribution”). Express written permission for Viral Distribution may include these personal uses: (a) sending Materials to friends or acquaintances at no charge; (b) posting and displaying a copy of Materials or other xLegion materials such as Collaborative Works on a personal website; or (c) posting and displaying a copy of the Materials or other xLegion materials such as Collaborative Works on a third-party website that permits users to post content, so long as the posting is allowed pursuant to the third-party website terms and conditions, and provided that the third-party website does not charge for access to those materials or associate those materials with products, services or advertising. You agree that you will not post any claims about an xLegion product or service when engaging in Viral Distribution. But it would be acceptable to state “I Love xLegion” with your Viral Distribution. In other words, you understand that only xLegion can make claims, promises or statements on behalf of xLegion about its products or services. You also agree that you will not imply that you and xLegion are affiliated in any way or that xLegion approves of your comments. We reserve the right to revoke our permission for Viral Distribution at any time and for any reason, and you agree to immediately cease Viral Distribution upon notice of revocation and to comply with any terms we post in connection with the Viral Distribution of Materials.
If expressly permitted and made available on the Site, you may engage in Viral Distribution pursuant to these Terms, but you will not make any use of or license, distribute, reproduce, or otherwise exploit any part of the Materials without our express written permission.
6. WIDGETS
The Site may provide certain materials that you may choose to include in your personal web page, social networking profile page or similar personal digital page (“Personal Page”) by pasting into your Personal Page the HTML or other code provided by xLegion and labeled as an “Embed Code” (or similar identifying label) (“Widget”). For any Widgets that xLegion makes available on the Site, xLegion grants you a license, subject to the restrictions in these Terms, to include the Embed Code as provided by xLegion (without editing) for inclusion on your Personal Page only. You agree that you will not embed or otherwise make available a Widget on a web page or website that is directed to children or that contains content that is distasteful, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable (in xLegion's sole opinion). As described below in the “Disclaimers” section, xLegion makes no specific warranties about Widgets, and, to the fullest extent permissible under applicable law, xLegion may discontinue providing the services necessary for the Widgets to operate at any time for any reason without notice or any liability to you. In addition, xLegion may disable Widgets that you include on your Personal Page(s) if you violate these Terms (as determined by xLegion in its sole discretion) or, to the fullest extent permissible under applicable law, for any reason, without notice or any liability to you. You agree that xLegion's license grant to you to use Widgets on your Personal Page does not provide you with any intellectual property rights, including copyrights, in the materials made available via any Widget. You agree to not sell, lease, hypothecate, transfer, license, distribute, reproduce, encumber or otherwise exploit the Materials made available in a Widget, in whole or in part, without the express written consent of xLegion. You agree to include, and not remove or alter, xLegion's trademark, copyright or other proprietary rights notices, as provided by xLegion on the Widget. You also agree to not use (or attempt to use) the Widget to display content other than the Materials provided or intended by xLegion to be displayed via a particular Widget. Except as expressly stated otherwise in connection with the Widget, the Widget and any and all Materials provided through the Widget are subject to these Terms in their entirety.
7. DOWNLOADS
If you download any software or files from the Site, including, without limitation, any audio files, video files, data files, images incorporated in or generated by the software or files, data accompanying the download and any files transmitted to you as part of a xLegion newsletter or similar services (collectively, the “Downloads”), you are granted a limited, personal, non-exclusive, non-commercial, revocable, non-assignable and non-transferable license in such Downloads by us or the owner of the Downloads. Title to the Downloads is not transferred to you. You may own the medium on which the Downloads are recorded, but we or the owner of such Downloads retain all right, title, and interest in and to the Downloads, and all intellectual property rights in the Downloads. You may not resell, decompile, reverse engineer, disassemble or otherwise reduce the Downloads to a human-perceivable form (except to the extent any foregoing restriction is prohibited by applicable, unwaivable law), or transfer the Downloads to any third party. Any Downloads are done at your own discretion and risk and you will be solely responsible for any damage to your device or loss of data that results from such Downloads.
8. COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY AND RELATED COMPLAINTS
You may not use the Site for any purpose or in any manner that infringes the rights of any third party. xLegion encourages you to report any content on the Site that you believe infringes your rights. Only the intellectual property rights owner or person authorized to act on behalf of the owner can report potentially infringing content. If you have a good faith belief that content on the Site infringes your copyright, trademark, or other intellectual property rights, please follow the procedures set forth below.
In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”), xLegion has a designated agent for receiving notices of copyright infringement and xLegion follows the notice and take down procedures of the DMCA. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide xLegion's Copyright Agent (Copyright Agent contact information is set forth below) the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. 512: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact the complaining party; (e) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe that any content on the Site contains content that violates your rights other than copyrights, please provide xLegion at least the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (c) an explanation what rights you own/have and why you believe the content infringes your rights sufficient for us to evaluate your complaint; and (d) accurate contact information for you.
Please send (a) your notice of claims of copyright infringement on or regarding the Site, or (b) a complaint regarding alleged violation of rights other than copyrights, to xLegion’s Copyright Agent, who can be reached as follows:
By email to
By telephone at 310-449-3485
By postal mail to Metro-Goldwyn-Mayer Studios Inc., Attn: Copyright Agent (Legal Department), 245 North Beverly Drive, Beverly Hills, CA 90210
We have a policy of terminating the accounts of users who (in our reasonable discretion) are repeat infringers.
It is often difficult to determine if your intellectual property rights have been violated or if the DMCA requirements have been met. We may request additional information before we remove any infringing material. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove your content along with that of the alleged infringer pending resolution of the matter.
xLegion will provide you with notice if your User Content has been removed based on a third-party complaint of alleged infringement of the third party’s intellectual property rights.
9. MEMBERSHIP AND REGISTRATION
Certain areas of the Site may require registration or may otherwise ask or require you to provide information to participate. When you choose to provide information to the Site, you agree to provide only true, accurate, current and complete information. You agree you will not sell or otherwise transfer your membership or any membership rights and that you will keep your registration information confidential. Except to the extent prohibited by applicable, unwaivable law, xLegion reserves the right to terminate your account or otherwise deny you access in its sole discretion without notice and without liability. You agree that you will be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed to access and use the Site. You also agree to comply with all rules, laws and regulations that are applicable to your use of the Site, including, without limitation, those governing your transmission or use of any software or data.
10. MOBILE FEATURES
The Site may offer features that are available to you via your mobile phone or other mobile device. These features may include, without limitation, the ability to view Materials, upload content to the Site, receive messages from the Site, download applications to your mobile device or access Site features (collectively, the “Mobile Features”). We may charge for Mobile Features and these charges will be disclosed prior to completion of registration for the Mobile Feature. Message and data rates and other carrier fees may apply. Fees and charges will appear on your mobile device bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your carrier or mobile device. Please contact your carrier with questions regarding these issues. As applicable, instructions regarding how to opt-out of Mobile Features will be disclosed in connection with Mobile Features. The instructions may require you to text a keyword (e.g., “STOP”) to the applicable short code for the Mobile Feature.
You agree that the Mobile Features for which you are registered may send communications to your mobile device regarding xLegion or other parties. Further, we may collect information related to your use of the Mobile Features. If you have registered for Mobile Features, you agree to notify xLegion of any changes to your mobile number and update your account(s) on the Site to reflect this change.
11. SWEEPSTAKES, CONTESTS, AND PROMOTIONS
Any sweepstakes, contests, or promotions (“Promotions”) accessible through the Site may be governed by its own set of official rules, which may have eligibility requirements, such as certain age or geographic area restrictions. By entering or participating in such Promotions, you will become subject to those official rules. It is your responsibility to read the applicable rules to determine whether or not your participation, registration or entry will be valid or restricted, and to determine the sponsor's requirements of you in connection with the applicable Promotion.
12. JURISDICTIONAL ISSUES
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject xLegion to any registration requirement within such jurisdiction or country. xLegion controls and operates the Site from offices located in the United States and makes no representations or warranties that the information, products or services contained on the Site are appropriate for use or access in other locations. Anyone using or accessing the Site from other locations does so on their own initiative and is responsible for compliance with United States' and local laws regarding online conduct and acceptable content, if and to the extent such laws are applicable. We reserve the right to limit the availability of the Site or any portion of the Site, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that we provide.
Software related to or made available by this Site may be subject to United States export controls. Thus, no software from this Site may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the U.S. government has embargoed goods or services or that the U.S. government has designated as a “terrorist supporting” country; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals, the U.S. Commerce Department's Table of Deny Orders or any other U.S. government list of prohibited or restricted parties. By downloading any software related to this Site, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
13. LINKS TO THIRD-PARTY CONTENT AND APPLICATIONS
Links on the Site to third-party websites (including without limitation any advertisements) are provided as a convenience to you. If you use these links, you will leave the Site. xLegion does not control or endorse any such advertiser or other third-party websites, and your dealings with such third parties are solely between you and such third parties. You agree that none of the xLegion Parties will be responsible or liable for (a) any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertiser or other third-party links on the Site; (b) for any content, goods or services provided on or through third-party websites; or (c) for your use or inability to use such third-party websites. You use these links at your own risk.
Certain services and features offered through the Site are provided by third parties outside of the Site and the Site may provide links to these services. For example, our Site may provide links to third-party sites on which you can purchase DVDs, games and other merchandise, products or services, participate in blogs, message boards or similar forums, and access additional content related to the content you view on the Site. Further, functionality on the Site may also permit interactions between the Site and a third-party website or online feature, including without limitation applications that connect the Site or your profile on the Site with a third-party site. For example, the Site may include a button enabling you to indicate, on your social networking page, that you “like” specific content on the Site, or a feature that lets you post to your social networking page a link to specific Site content or the ability to share content from the Site or your User Content posted at the Site with a third party, which may be publicly posted on that third party’s website. Using this functionality typically requires you to login to your account on the third-party site and you do so at your own risk.
We do not control any of these third-party sites or any of their content. Accordingly, you understand and agree that we are not responsible for your use of these services provided by third parties, and that your use of such services is subject to the terms and conditions established by such third parties. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH THIRD PARTIES FOUND THROUGH THE SITE INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY. We encourage you to review such third parties' user terms and privacy policies before you use their services.
Further, you may choose, at your sole and absolute discretion and risk, to use applications that connect the Site or your profile on the Site with a third-party site (each, an “Application”) and such Application may interact with, connect to or gather and/or pull information from and to your Site profile. By using such Applications, you acknowledge and agree to the following: (i) if you use an Application to share information relating to your Site accounts, you are consenting to the information about your account being shared; (ii) your use of an Application may cause personally identifying information to be publicly disclosed and/or associated with you, even if xLegion has not provided such information; and (iii) your use of an Application is at your own option and risk, and you will hold xLegion harmless for the sharing of information relating to your Site accounts that results from your use of an Application. You must read all log-in boxes and other pop-up boxes closely for notices about sharing your account information with, through or by any other means identified on an Application.
Descriptions of, references to, or links to products, services or publications within the Site do not imply endorsement of that product, service or publication.
For clarity, this Site may link to a website operated by an xLegion affiliate. Any such website is a third-party website, and your use of that website is subject to that website’s terms of use and privacy policy.
14. LINKING POLICY
xLegion grants you the revocable permission to link to the Site; provided, however, that any link to the Site: (a) must not present false information about, disparage, damage, dilute or tarnish the goodwill associated with xLegion or its products or services, any xLegion property or any other intellectual property; (b) must not create the false appearance that your website or organization is sponsored, endorsed by, affiliated or associated with xLegion; (c) must not frame or create a browser or border environment around any of the content on the Site or otherwise mirror any part of the Site; (d) must not use any xLegion trademarks without the prior written permission from xLegion; (e) must not contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable (in xLegion's sole opinion); and (f) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms. You agree that you will not link to the Site from any source that is unlawful, abusive, indecent or obscene, that promotes violence or illegal acts, that contains expressions of racism, that is libelous, defamatory, scandalous, or inflammatory or is otherwise inappropriate (in xLegion's sole discretion). If you do link to the Site, the link must be in plain text, unless otherwise pre-approved in writing by xLegion. xLegion reserves the right, in its sole discretion, to terminate a link with any website that it deems inappropriate or inconsistent with the Site or these Terms. By linking to the Site, you agree that you do and will continue to comply with the above linking requirements.
Notwithstanding anything to the contrary contained in these Terms, xLegion reserves the right to prohibit linking to the Site for any reason in our sole and absolute discretion.
15. INDEMNIFICATION
You agree to indemnify, defend and hold each of the xLegion Parties harmless from and against any and all claims, demands, damages, losses, investigations, liabilities, judgments, settlements, costs (including without limitation attorneys' fees), or other expenses that directly or indirectly arise from or are otherwise directly or indirectly connected to: (a) your breach or anticipatory breach of these Terms, including, without limitation, any violation of the User Content Policy of these Terms; (b) your use of the Site or activities in connection with the Site; (c) your User Content, Collaborative Content (including without limitation distribution via Viral Distribution), and use of Widgets; (d) your violation of any law, rule, regulation, code, statute, ordinance or order of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (e) information or material transmitted by you that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or defames any person; (f) any misrepresentation made by you; or (g) the xLegion Parties' use of your information as permitted under these Terms, the Privacy Policy, or any other written agreement between you and xLegion. You will cooperate as fully required by the xLegion Parties in the defense of any claim. xLegion reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of xLegion.
16. DISCLAIMERS
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SITE (INCLUDING, WITHOUT LIMITATION, ALL MATERIALS, INFORMATION, LINKS, MESSAGES, DOWNLOADS, WIDGETS, MOBILE FEATURES, COLLABORATIVE CONTENT, VIRAL DISTRIBUTION AND OTHER MATERIALS CONTAINED ON THE SITE) IS PROVIDED TO YOU ON AN “AS IS”, “WHERE IS”, “WHERE AVAILABLE” AND “WITH ALL FAULTS” BASIS, AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE xLegion PARTIES EXRESSLY DISCLAIM ALL WARRANTIES ASSOCIATED WITH THE SITE, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, FREEDOM FROM COMPUTER VIRUS, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE xLegion PARTIES DO NOT WARRANT THAT YOUR USE OF THE SITE WILL BE TIMELY, UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SITE (OR THE SERVER THAT MAKES IT AVAILABLE) IS FREE OF VIRUSES, MALWARE OR OTHER HARMFUL COMPONENTS.
YOU ASSUME RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND YOUR RELIANCE THEREON. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NO OPINION, ADVICE, OR STATEMENT OF ANY xLegion PARTY, WHETHER MADE ON THE SITE OR OTHERWISE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
FURTHER, THE xLegion PARTIES DO NOT WARRANT THAT YOUR ACTIVITIES OR USE OF THE SITE ARE LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, xLegion SPECIFICALLY DISCLAIMS SUCH WARRANTIES.
YOU UNDERSTAND THAT BY USING ANY OF THE FEATURES OF THE SITE, YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN THE JURISDICTION WHERE YOU ACCESS OR USE THE SITE.
THE xLegion PARTIES NEITHER ENDORSE NOR ARE RESPONSIBLE FOR ANY OPINION, ADVICE, INFORMATION, STATEMENT OR OTHER USER CONTENT OR SUBMISSIONS MADE OR DISPLAYED ON THE SITE BY THIRD PARTIES (INCLUDING WITHOUT LIMITATION ANY OTHER USER OF THE SITE) AND, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SPECIFICALLY DISCLAIM RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY SUCH CONTENT OBTAINED THROUGH THE SITE. PLEASE REMEMBER THAT IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY AND RELIABILITY OF ANY OPINION, ADVICE, INFORMATION OR STATEMENT AVAILABLE ON THE SITE. A POSSIBILITY EXISTS THAT THE SITE COULD INCLUDE INACCURACIES OR ERRORS. ADDITIONALLY, A POSSIBILITY EXISTS THAT UNAUTHORIZED ALTERATIONS COULD BE MADE TO THE SITE BY THIRD PARTIES. ALTHOUGH WE ATTEMPT TO ENSURE THE INTEGRITY OF THE SITE, THE xLegion PARTIES MAKE NO GUARANTEES AS TO THE SITE'S COMPLETENESS OR CORRECTNESS.
ALL DISCLAIMERS OF ANY KIND IN THESE TERMS ARE MADE FOR THE BENEFIT OF BOTH xLegion AND THE xLegion PARTIES.
17. LIMITATION OF LIABILITY
NONE OF THE xLegion PARTIES ARE RESPONSIBLE OR LIABLE FOR ANY LOSS OF DATA, REVENUE OR PROFITS, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY, DIRECTLY OR INDIRECTLY, TO: (A) THE SITE (INCLUDING WITHOUT LIMITATION ALL INFORMATION, PRODUCTS, SERVICES, DOWNLOADS, WIDGETS, MOBILE FEATURES, COLLABORATIVE CONTENT, VIRAL DISTRIBUTION AND THE MATERIALS AND OTHER CONTENT CONTAINED ON AND/OR OBTAINED THROUGH THE SITE); (B) YOUR USE OF OR INABILITY TO USE, OR THE PERFORMANCE OF, THE SITE; (C) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE xLegion PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SITE; (D) ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (E) ERRORS OR OMISSIONS IN THE SITE'S TECHNICAL OPERATION; OR (F) ANY DAMAGE THAT RESULTS FROM EVENTS BEYOND OUR REASONABLE CONTROL, SUCH AS DAMAGES TO ANY USER'S DEVICE, HARDWARE, DEVICE SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE xLegion PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOUR SOLE REMEDY FOR DISSATISFACTION WITH ANY PORTION OF THE SITE IS TO STOP USING THE SITE, AND THE SOLE AND EXCLUSIVE MAXIMUM AGGREGATE LIABILITY TO THE xLegion PARTIES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR OTHERWISE) SHALL BE THE GREATER OF TEN UNITED STATES DOLLARS ($10) OR THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THE SITE. THE FOREGOING LIMITATION ON DAMAGES IS NOT INTENDED TO LIMIT THE xLegion PARTIES’ OBLIGATION TO PAY PREVAILING PARTY COSTS OR FEES IF RECOVERABLE PURSUANT TO APPLICABLE LAW.
EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE, UNWAIVABLE LAW, YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF xLegion'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF THE SITE OR ANY OTHER xLegion WEBSITE, PROPERTY, PRODUCTION, FILM, PRODUCT, SERVICE, OR OTHER MATERIALS OWNED OR CONTROLLED BY THE xLegion PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF THE SITE OR ANY OTHER xLegion WEBSITE, PROPERTY, PRODUCT, SERVICE, OR OTHER MATERIALS OWNED OR CONTROLLED BY THE xLegion PARTIES.
BY ACCESSING THIS SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
ALL LIMITATIONS OF LIABILITY OF ANY KIND IN THESE TERMS ARE MADE FOR THE BENEFIT OF BOTH xLegion AND THE xLegion PARTIES.
18. GOVERNING LAW
These Terms shall be governed by and construed under the laws of the Italian State. Choice of law rules will not apply.
18. LIMITATION OF LIABILITY
NONE OF THE xLegion PARTIES ARE RESPONSIBLE OR LIABLE FOR ANY LOSS OF DATA, REVENUE OR PROFITS, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY, DIRECTLY OR INDIRECTLY, TO: (A) THE SITE (INCLUDING WITHOUT LIMITATION ALL INFORMATION, PRODUCTS, SERVICES, DOWNLOADS, WIDGETS, MOBILE FEATURES, COLLABORATIVE CONTENT, VIRAL DISTRIBUTION AND THE MATERIALS AND OTHER CONTENT CONTAINED ON AND/OR OBTAINED THROUGH THE SITE); (B) YOUR USE OF OR INABILITY TO USE, OR THE PERFORMANCE OF, THE SITE; (C) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE xLegion PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SITE; (D) ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (E) ERRORS OR OMISSIONS IN THE SITE'S TECHNICAL OPERATION; OR (F) ANY DAMAGE THAT RESULTS FROM EVENTS BEYOND OUR REASONABLE CONTROL, SUCH AS DAMAGES TO ANY USER'S DEVICE, HARDWARE, DEVICE SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE xLegion PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOUR SOLE REMEDY FOR DISSATISFACTION WITH ANY PORTION OF THE SITE IS TO STOP USING THE SITE, AND THE SOLE AND EXCLUSIVE MAXIMUM AGGREGATE LIABILITY TO THE xLegion PARTIES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR OTHERWISE) SHALL BE THE GREATER OF TEN UNITED STATES DOLLARS ($10) OR THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THE SITE. THE FOREGOING LIMITATION ON DAMAGES IS NOT INTENDED TO LIMIT THE xLegion PARTIES’ OBLIGATION TO PAY PREVAILING PARTY COSTS OR FEES IF RECOVERABLE PURSUANT TO APPLICABLE LAW.
EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE, UNWAIVABLE LAW, YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF xLegion'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF THE SITE OR ANY OTHER xLegion WEBSITE, PROPERTY, PRODUCTION, FILM, PRODUCT, SERVICE, OR OTHER MATERIALS OWNED OR CONTROLLED BY THE xLegion PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF THE SITE OR ANY OTHER xLegion WEBSITE, PROPERTY, PRODUCT, SERVICE, OR OTHER MATERIALS OWNED OR CONTROLLED BY THE xLegion PARTIES.
BY ACCESSING THIS SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
ALL LIMITATIONS OF LIABILITY OF ANY KIND IN THESE TERMS ARE MADE FOR THE BENEFIT OF BOTH xLegion AND THE xLegion PARTIES.
19. ARBITRATION AGREEMENT
As part of these Terms of Use, you and xLegion each agree as follows (the “Arbitration Agreement”):
Any claim or controversy arising out of or relating to your use of the Site (including without limitation the arbitrability of any claim or controversy) shall be resolved by binding arbitration in accordance with the Federal Arbitration Act. The parties waive their rights to file suit in court to assert any allegation, claim, or cause of action against the other, or to have a jury trial on any allegation, claim, or cause of action, and any right to do so (including without limitation the right to a jury trial) is hereby waived. Notwithstanding the foregoing, you and xLegion retain the right to seek remedies in small claims court for disputes or claims within that court’s jurisdiction, and xLegion retains the right to apply to a court of competent jurisdiction for provisional or conservatory relief, including without limitation pre-arbitral attachments or injunctions, and to adjudicate disputes relating to the infringement or misappropriation of intellectual property.
In the event this venue will cause undue hardship to you, then, the discretion of the arbitrator, the arbitration will be conducted solely on the basis of documents submitted, with the parties participating through telephonic or video conference hearings, or at a location reasonably convenient to the parties in the state in which you reside at the time the arbitration is commenced, provided that it is within the Italian State.
Claims subject to this Arbitration Agreement may not be arbitrated on a class or representative basis and you will not be able to participate in an arbitration as a representative or member of any class of claimants pertaining to that claim.
All aspects of the arbitration and award shall be confidential, except to the extent disclosure is necessary in connection with an application to a court for a preliminary or permanent injunction, a petition to confirm or vacate an award, to obtain legal or other professional advice necessary for the protection of a party’s rights, or as required by law or judicial decision.
The arbitrator will not have authority to award punitive or exemplary damages, and the parties waive any right to recover such damages. As part of the award, the prevailing party shall be awarded its costs, including without limitation arbitration fees, expert witness fees, if any, and reasonable attorney’s fees.
If any portion of this Arbitration Agreement is found to be invalid, illegal or unenforceable, for any reason, that specific portion shall be severed from the rest, but such severance shall not affect the enforceability of the remainder of this agreement. No waiver of any provision of this Arbitration Agreement will be effective or enforceable unless recorded in a writing signed by the party waiving the provision, and any such waiver shall not waive or affect any other provision of this agreement.
20. TERMINATION
To the fullest extent permissible under applicable law, xLegion reserves the right, without notice or liability and at its sole discretion, to suspend or terminate these Terms and/or your ability to access or use the Site, and to block or prevent future access to and use of the Site for any reason, including, without limitation, your breach of these Terms or other conduct by you that xLegion considers inappropriate. To the fullest extent permissible under applicable law, xLegion reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site with or without notice. You agree that no xLegion Party shall be liable to you or to any third party for any modification, suspension or discontinuation of the Site. Upon termination of your access to the Site, or upon demand by xLegion, you must destroy all Materials and all related documentation including without limitation immediately discontinuing the use of any Widgets or links to the Site. Any provisions of these Terms, which, by their terms, ought to survive, shall survive any termination of these Terms.
You understand and agree that xLegion will determine your compliance with these Terms in its sole, reasonable discretion. Any violation of these Terms may be referred to law enforcement authorities.
21. MISCELLANEOUS
If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms are not assignable, transferable or sublicensable by you except with the prior written consent of a duly authorized xLegion employee. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or paragraph title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any paragraph or provision hereof. You agree that these Terms will not be construed against xLegion by virtue of having drafted these Terms.
22. CHANGES TO THESE TERMS
We reserve the right, in our sole discretion and at any time, to change or add to the terms of these Terms and we will notify you of material changes by posting the changed or modified Terms on our Site ("Updated Terms"). We may also provide notice to you in other ways in our discretion, such as through contact information you have provided. Your use of the Site after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement and consent to the Updated Terms. Therefore, you should review these Terms before using the Site. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Site from that point forward. Any changes or additions in the Updated Terms will not apply to any dispute between you and us arising prior to the effective date of such Updated Terms.
23. CONTACTING US
If you have any comments or questions regarding these Terms, or wish to report any violation of these Terms, please contact us.