NeutralCheck, LLC (“NeutralCheck“) displays reviews and ratings on a variety of mediators and arbitrators (collectively, “Neutrals“) to allow you, the user (“You,” “Yourself,” or “Your,” if possessive), the opportunity to read about the experiences other users have had with these Neutrals and to provide Your own reviews and ratings on the Neutrals You use. All products and services described in this Section, as well as any other products and services offered by NeutralCheck at any time shall be defined herein as “Service” or “Services.
In order to use the Service, You must read and accept all of the terms and conditions in, and linked to (if any), this Membership Agreement (this “Agreement“). This Agreement may be modified by NeutralCheck from time to time at our sole discretion, and You will receive notice if modifications to the Agreement are made. We strongly recommend that, as You read this Agreement, You also access and read any linked information.
BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL OF THE TERMS, CONDITIONS AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT.
1. NEUTRALCHECK SERVICE
NeutralCheck displays reviews and ratings on a variety of Neutrals based upon the actual first-hand experiences other users have had with these Neutrals and also provides You with the opportunity to provide Your own reviews and ratings on the Neutrals You use.
2. REGISTRATION INFORMATION
As a condition of Your use of the Service, You agree to: (a) provide NeutralCheck with true, accurate, current and complete information as prompted by NeutralCheck’s registration forms, when registering for or using the Service; and (b) update and maintain the truthfulness, accuracy and completeness of such information.
3. MINIMUM AGE
You must be 18 years of age or older to use or register for Services.
4. USE VOID WHERE PROHIBITED
Membership in the Service is void where prohibited.
6. ACCOUNT SECURITY
NeutralCheck will assign You, or You may select, a user ID and a password when You register. Your user ID and password may only be used by You. Attorneys, paralegals or any other staff in a law firm must each have their own separate user ID and password. You are solely responsible for maintaining and protecting the confidentiality of Your user ID and password, and are fully responsible for all activities that occur under Your user ID and password.
7. LIMITED LICENSE TO WEBSITE
By agreeing to the terms and conditions of this Agreement, NeutralCheck grants You a limited license to access and use the reviews and ratings offered by the Service for Your personal selection (on behalf of your client or clients) of Neutrals for any particular matter. You acknowledge and agree that You will not access, reproduce, duplicate, copy, sell, resell, visit or otherwise exploit for any commercial, educational, or any other non-personal purpose (or not on behalf of Your client or clients) the reviews and ratings and any content, without the express written consent of NeutralCheck. The same restrictions apply to You if You are a Neutral, or if You are a non-lawyer user of the Service.
8. SUBMISSIONS OF REVIEWS
In order for You to submit Your own reviews and ratings on the Website, You acknowledge and agree that:
- all of Your reviews and ratings of the Neutrals that You are rating will be accurate, truthful and complete in all respects;
- You do not work for, own any interest in, or serve on the board of directors of, any of the Neutrals or any of their affiliated organizations for which
- You submit reviews and ratings;
- You do not work for, own any interest in or serve on the board of directors of any competitors of the Neutrals or any of their affiliated organizations for which You submit reviews and ratings;
- You are not in any way related (by blood, adoption, marriage, or domestic partnership) to any of the Neutrals for which You submit reviews or ratings;
- Your name and review information will be made available to the Neutrals which You review unless You select anonymity; and
- NeutralCheck may modify, adapt, or reject Your reviews if they do not conform with NeutralCheck’s publication criteria, which may change from time to time at NeutralCheck’s sole discretion
Although NeutralCheck does not claim ownership of any of the reviews, ratings, communications, information, data, text or other materials You give us (collectively, the “Content“), by providing Content for the Website, You automatically grant, and You represent and warrant that You have the right to grant, to NeutralCheck an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such Content and to prepare derivative works of, or incorporate into other works, such Content, and to grant and to authorize sublicenses (through multiple tiers) of the foregoing. In addition, by providing NeutralCheck with Content, You automatically grant us all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction or exploitation of the Content on our Website by any other party.
10. PUBLICATION AND DISTRIBUTION OF CONTENT
NeutralCheck does not guarantee the accuracy, integrity, quality or appropriateness of any Content transmitted to or through the Service. You acknowledge that NeutralCheck simply acts as a passive conduit and an interactive computer service provider for the publication and distribution of Content and for the publication and distribution of any content posted by Neutrals on their own or in response to Content (“Neutral Content”). You understand that all Content and Neutral Content posted on, transmitted through or linked through the Service, are the sole responsibility of the person from whom such Content originated. You understand that NeutralCheck does not control, and is not responsible for Content or Neutral Content made available through the Service, and that by using the Service, You may be exposed to Content that is inaccurate, misleading, or offensive. You agree that You must evaluate and make Your own judgment, and bear all risks associated with, the use of any Content and Neutral Content.
You further acknowledge that NeutralCheck has no obligation to screen, preview, monitor or approve any Content or Neutral Content, or Content posted or submitted by any other NeutralCheck member or any Neutral. However, NeutralCheck reserves the right to review and delete any Content that, in its sole judgment, violates the terms and conditions of this Agreement. By using the Service, You agree that it is solely YOUR RESPONSIBILITY to evaluate Your risks to bear associated with the use, accuracy, usefulness, completeness or appropriateness of any Content that You submit, receive, access, transmit or otherwise convey through the Service. Under no circumstances will NeutralCheck be liable in any way for any Content or Neutral Content, including, but not limited to, any Content or Neutral Content that contains any errors, omissions, defamatory statements, or confidential or private information (including, but not limited to, health information) or for any loss or damage of any kind incurred as a result of the use of any Content or Neutral Content submitted, accessed, transmitted or otherwise conveyed via the Service. You waive the right to bring or assert any claim against NeutralCheck, or any of its members, officers, shareholders or employees, relating to Content or Neutral Content, and release NeutralCheck (and all its members, officers, shareholders or employees) from any and all liability or damages for or relating to any Content or Neutral Content.
NeutralCheck does not endorse and is not responsible or liable for any Content, Neutral Content, data, advertising, products, goods or services available or unavailable from, or through, any Neutrals, including any Featured Neutrals. You agree that should You use or rely on such Content, Neutral Content, data, advertisement, products, goods or services, available or unavailable from, or through any Neutrals, NeutralCheck is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. Your dealings with, or participation in promotions of any Neutrals, and any other terms, conditions, representations or warranties associated with such dealings, are between You and such Neutrals exclusively and do not involve NeutralCheck. You should make whatever investigation or other resources that You deem necessary or appropriate before hiring or engaging Neutrals.
You agree that NeutralCheck is not responsible for the accessibility or unavailability of any Neutrals or for Your interactions and dealings with them, waive the right to bring or assert any claim against NeutralCheck relating to any interactions or dealings with any Neutrals, and release NeutralCheck and its members, officers, shareholders and employees from any and all liability for or relating to any interactions or dealings with Neutrals. In addition, You agree that NeutralCheck may exclude Neutrals from displaying in search results on the NeutralCheck Website for failing to meet particular NeutralCheck standards regarding Neutrals’ conduct.
12. YOUR CONDUCT
In connection with Your use of the Service, You represent and warrant that You:
- are above the age of eighteen (18);
- will abide by the letter and spirit of the terms and conditions of this Agreement and all applicable local, state, national or international laws;
- will not submit any reviews that may be considered by NeutralCheck to be unlawful, harassing, libelous, abusive, threatening, obscene, profane, hateful, offensive, harmful, vulgar, distasteful, defamatory, invasive of another person’s privacy or proprietary rights, or racially, ethnically or otherwise objectionable;
- will submit thorough and thoughtful reviews of the Neutrals You review (for example, submitting a review describing a Neutral as “He/She is great.” without additional commentary is not a thorough and thoughtful review);
- will not submit reviews that inappropriately, in NeutralCheck’s sole discretion, comment on other users or the reviews of other users;
- will not impersonate, or attempt to impersonate, any other person, falsify contact information, misrepresent a relationship with any person or entity, including misrepresenting a relationship with NeutralCheck, or otherwise attempt to mislead others as to the identity of the sender or the origin of a review or rating;
- will not submit reviews that are encrypted or that contain viruses, Trojan horses, worms, time bombs, spiders, cancelbots, or other computer programming routines that are intended to damage, interfere with, disrupt, impair, disable or otherwise overburden our Website;
- will not access, download or copy any information contained on our Website through artificial means (including but not limited to spiders, hacking devices, computer programs, bots or other such means);
- will not post irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure;
- will not take any action that would undermine the review and rating process under the Service;
- will not attempt to gain unauthorized access to the Service, other user accounts, or other computer systems or networks connected to the Service;
- will not use the Service in any manner that infringes, misappropriates or violates any third party’s rights, including, but not limited to, transmitting any material that may infringe, misappropriate or violate a third party’s rights of publicity, contractual rights, fiduciary rights or intellectual property rights;
- will not use the Service in any way that could interfere with the rights of NeutralCheck or the rights of other users of the Service;
- have sufficient rights in and to all Content that You provide, transmit or otherwise convey to NeutralCheck in connection with the Service;
- agree not to re-sell or assign Your rights or obligations under this Agreement;
- will not reproduce, duplicate, copy, sell, resell or exploit any Content;
- will not access any Content for any commercial, educational or other purposes not related to Your personal decisions (on behalf of your clients) in selecting Neutrals for a particular matter, without the express written consent of NeutralCheck, which consent may be withheld by NeutralCheck in our discretion;
- grant us an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute the Content and to prepare derivative works of, or to incorporate such Content into other works, and to grant and to authorize sublicenses of the foregoing;
- agree not to create an account or use NeutralCheck services if Your account previously has been terminated by NeutralCheck or if You previously have been banned from using the services; and
- agree not to: (i) register for more than one account or register for an account on behalf of an individual other than Yourself; (ii) impersonate any person or entity, including, but not limited to, NeutralCheck personnel, or falsely state or otherwise misrepresent Your affiliation with a person or entity; or (iii) advocate, encourage or assist any third party in doing any of the foregoing activities in this subsection.
The reviews and ratings that You provide do not reflect the views of NeutralCheck, its officers, managers, owners, employees, agents, designees or other users. In addition, NeutralCheck retains the right, in its sole discretion, to determine whether or not Your use of the Service is consistent with the terms and conditions of this Agreement. NeutralCheck may suspend, restrict or terminate Your use of the Service and to refuse any future use of all or portions of the Service if Your use breaches or fails to comply with any of the terms and conditions of this Agreement. Additionally, NeutralCheck may seek any and all other remedies available to it, including: (a) seeking injunctive relief with any court of competent jurisdiction to enjoin any breach or failure to comply with any of the terms and conditions of this Agreement; and/or (b) if damages are ascertainable, seeking damages relating to any breach or failure to comply with any of the terms and conditions of this Agreement.
13. DISCLOSURE OF INFORMATION
As NeutralCheck continues to develop its business, it might sell or buy other companies or assets or be acquired or have substantially all of its assets acquired by a third party. In such transactions, customer information generally is one of the transferred business assets. You hereby consent to the transfer of Your information as one of the transferred assets and to be used for any purpose allowed under this Agreement.
14. TERM AND TERMINATION
The term of this Agreement (“Term”) will be in effect and continue so long as You have an active Subscription. In other words, the Term shall continue until termination by either party in accordance with the terms of this Agreement.
NeutralCheck may, for any reason in its sole discretion, immediately terminate this Agreement, Your account, and Your access to the Service. If NeutralCheck merely terminates Your account for its convenience and You are not in breach of this Agreement, NeutralCheck will refund Your Membership Fee (if any) on a pro rata basis from the date of such termination to the end of the then current term.
Termination of Your account will include removal of Your access to all offerings of the Service, deletion of Your password, deletion of all related information and files, may include the deletion of the Content associated with Your account (or any part thereof), and barring Your further use of the Service.
15. MODIFICATION OF TERMS AND CONDITIONS
NeutralCheck will have the right to modify and restate the terms and conditions of this Agreement, and such modification(s) will be effective immediately upon being posted on our Website (www.neutralcheck.com). You will receive notice if modifications to the Agreement are made. NeutralCheck will make note of the date of the last update to the Agreement on the first page of this Agreement. You are responsible for reviewing these terms and conditions regularly. Your continued use of the Service after such modifications will be deemed to be Your conclusive acceptance of all modifications to this Agreement. If You are dissatisfied as a result of such modification(s), Your only recourse is to immediately discontinue use of the Service.
16. MODIFICATION, LIMITATION AND DISCONTINUANCE OF SERVICE
NeutralCheck reserves the right at any time to limit access to, modify, change or discontinue the Service with or without notice to You and we shall not be liable to You for any such modification, suspension or discontinuance of the Service. You agree that NeutralCheck will not be liable to You or to any third party for any such limitation, modification, change, suspension or discontinuance of the Service. You agree that NeutralCheck may establish general practices, policies and limits, which may or may not be published, concerning the use of the Service, including without limitation, the time that reviews and ratings will be retained, the maximum number of reviews and ratings that may be sent from an account, the length of reviews and ratings sent, and the maximum number of times and the maximum duration for which You may access the Service in a given period of time. You agree that NeutralCheck has no responsibility or liability for the deletion or failure to store any reviews, ratings and other communications maintained or transmitted by or through the Service. You agree that NeutralCheck has the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
The Service may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. NeutralCheck is not responsible for any delays, failures or other damage resulting from such problems.
18. USER FEEDBACK
NeutralCheck appreciates hearing from You, as well as our other users, and welcomes Your comments regarding our Service. Please be advised, however, that our policy does not permit us to accept or consider creative ideas, suggestions, or materials other than those which we have specifically requested. Although we do value Your feedback on our Service, please be specific in Your comments regarding our services and do not submit creative ideas, suggestions or materials. If, despite our request, You send us creative suggestions, ideas, drawings, concepts or other information (collectively, the “Submissions“), such Submissions will be the property of NeutralCheck. In addition, none of the Submissions will be subject to any obligations of confidentiality and NeutralCheck will not be liable for any future use or disclosure of such Submissions.
19. NOTICE FOR CALIFORNIA USERS
Under California Civil Code Section 1789.3, California web users are entitled to the following specific consumer rights notice: The Services are provided by NeutralCheck, LLC, 12625 High Bluff Drive, Suite 306, San Diego, CA 92103. If You have any questions, concerns, or complaints regarding the Services, please contact NeutralCheck, LLC by either sending: (i) an email to _____________; or (ii) a letter, first class certified mail, to NeutralCheck, 12625 High Bluff Drive, Suite 306, San Diego, CA 92103., Attn: NeutralCheck Member Services.
California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.
20. COPYRIGHT MATERIALS
Aside from user-submitted Content and Neutral Content, all other materials and other information on the Website, including, but not limited to, all text, graphics, logos, icons, images, audio clips, downloads, data compilations and software (collectively, the “Copyright Materials”) are the exclusive property of NeutralCheck and/or its licensors and are protected by all United States and international copyright laws.
21. WARRANTY DISCLAIMER
You understand and agree that THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT NEUTRALCHECK ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE TIMELINESS, DELETION OF CONTENT OR FAILURE BY THE SERVICE. NEUTRALCHECK EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR ANY WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (D) ANY CONTENT OR INFORMATION YOU PROVIDE OR NEUTRALCHECK COLLECTS WILL NOT BE DISCLOSED OR (E) ANY ERRORS IN ANY SERVICE WILL BE CORRECTED. YOU AGREE THAT USE OF THE SERVICE AND THE WEBSITE IS AT YOUR OWN RISK. In some jurisdictions, disclaimers of implied warranties are not permitted. In such jurisdictions, some of the foregoing disclaimers may not apply to You as they relate to implied warranties.
22. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEUTRALCHECK WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF NEUTRALCHECK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, “DAMAGES“), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICE; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SERVICE; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR CONTENT; (D) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICE; (E) STATEMENTS OR CONDUCT OF ANY NEUTRALS OR OTHER THIRD PARTY THROUGH THE SERVICE; (F) ANY OTHER MATTER RELATING TO THE SERVICE; (G) ANY BREACH OF THIS AGREEMENT BY NEUTRALCHECK OR THE FAILURE OF NEUTRALCHECK TO PROVIDE THE SERVICE UNDER THIS AGREEMENT OR (H) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY NEUTRALS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to You.
You understand and agree that Your access to the Content on the Website represents a substantial portion of the value You receive from Your NeutralCheck Membership Fee (if any fee exists). THEREFORE, TO THE EXTENT NEUTRALCHECK IS FOUND LIABLE FOR ANYTHING RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICE, NEUTRALCHECK’S LIABILITY FOR DAMAGES WILL NOT EXCEED THE EQUIVALENT OF ONE (1) MONTH OF YOUR MEMBERSHIP FEE, IF ANY (I.E., THE AMOUNT OF YOUR ANNUAL MEMBERSHIP FEE DIVIDED BY TWELVE).
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NEUTRALCHECK CONTRACTS WITH A THIRD PARTY TO PROCESS YOUR PAYMENT OF MEMBERSHIP FEES (IF ANY) TO NEUTRALCHECK THROUGH THE USE OF A CREDIT CARD (A “CREDIT CARD PROCESSOR”). YOU UNDERSTAND AND AGREE THAT NEITHER A CREDIT CARD PROCESSOR NOR ANY OTHER PARTY INVOLVED IN THE CREDIT CARD PROCESSING PROCESS FOR NEUTRALCHECK, INCLUDING, BUT NOT LIMITED TO, THE COMPANY ISSUING THE CREDIT CARD TO YOU AND THE MERCHANT BANK (COLLECTIVELY, THE “RELEASED PARTIES”) SHALL BE LIABLE FOR ANY DAMAGES (AS DEFINED HEREIN AND SUBJECT TO THE LIMITATIONS SET FORTH IN THIS SECTION SUFFERED BY YOU AS A RESULT OF THE FAILURE OF NEUTRALCHECK TO PROVIDE SERVICES TO YOU UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY NEUTRALCHECK. YOU HEREBY RELEASE EACH OF THE RELEASED PARTIES FROM ANY AND ALL DAMAGES YOU MAY SUFFER AS A RESULT OF THE FAILURE OF NEUTRALCHECK TO PROVIDE SERVICES TO YOU UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY NEUTRALCHECK. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS EACH OF THE RELEASED PARTIES FOR ANY AND ALL DAMAGES IT MAY SUFFER AS A RESULT OF YOUR BREACH OF THIS SECTION. YOU HEREBY UNDERSTAND AND AGREE THAT NEUTRALCHECK SHALL BE SOLELY LIABLE FOR THE PAYMENT OF ANY DAMAGES TO YOU UNDER THIS AGREEMENT.
You agree to indemnify, defend and hold harmless NeutralCheck, its officers, managers, owners, employees, agents, designees, users, successors, assigns, Neutrals and suppliers from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys’ fees and court costs due to or arising from: (a) any violation of this Agreement by You; (b) the inaccurate or untruthful Content or other information provided by You to NeutralCheck or that You submit, transmit or otherwise make available through the Service; or (c) any intentional or willful violation of any rights of another or harm You may have caused to another. NeutralCheck will have sole control of the defense of any such damage or claim.
24. BREACH OF AGREEMENT AND LIQUIDATED DAMAGES
You understand and agree that, because damages are often difficult to calculate, if it becomes necessary for NeutralCheck to pursue legal action to enforce the terms and conditions of this Agreement, You will be liable to pay us the following amounts as liquidated damages, which You accept as reasonable estimates of NeutralCheck’s damages for the specified breaches of this Agreement:
- If You post Content in violation of this Agreement, You agree to promptly pay NeutralCheck One Thousand Dollars ($1,000) for each item of Content posted in violation of this Agreement. We may (but shall not be required to) issue You a warning before assessing damages.
- If You display, copy, duplicate, reproduce, sell, resell or exploit for any purpose any Content in violation of this Agreement, You agree to pay One Thousand Dollars ($1,000) for each item of Content displayed, copied, duplicated, reproduced, sold, resold or exploited in violation of this Agreement
- If You use computer programming routines that are intended to aggregate records or reviews from the Service or otherwise damage, interfere with, disrupt, impair, disable or otherwise overburden our Website, You agree to pay One Hundred Dollars ($100) for each review or record that is aggregated, disrupted, damaged or otherwise affected by You.
- Except as set forth in the foregoing subsections (a) through (c), inclusive, You agree to pay the actual damages suffered by NeutralCheck, including, but not limited to attorneys’ fees and court costs, to the extent such actual damages can be reasonably calculated. Notwithstanding any other provision of this Agreement, we reserve the right to seek the remedy of specific performance of any term contained herein, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement, or any combination thereof.
You agree that NeutralCheck may communicate any notices to You under this Agreement, through electronic mail, regular mail or posting the notices on the Website. All notices to NeutralCheck will be provided by either sending: (i) an email to __________; or (ii) a letter, first class certified mail, to NeutralCheck, _________________, Attn: NeutralCheck Member Services. Such notices will be deemed delivered upon the earlier of the verification of delivery or two (2) business days after being sent.
In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 (“DMCA”), NeutralCheck will respond promptly to claims of copyright or trademark infringement that are reported to the agent that we have designated to receive notifications of claims infringement (its “Designated Agent”). Our Designated Agent is:
If You are a copyright or trademark owner (or authorized to act on behalf of the copyright or trademark owner) and believe that Your work’s copyright or trademark has been infringed, please report Your notice of infringement to us by providing our Designated Agent with a written notification of claimed infringement that includes substantially the following:
- a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- identification of the copyrighted work or trademark claimed to have been infringed, or, if multiple copyrighted works or trademarks at a single online site are covered by a single notification, a representative list of such works at that site;
- identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
- information reasonably sufficient to permit us to contact You, such as an address, telephone number, and, if available, an electronic mail address at which You may be contacted;
- a statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright or trademark owner, its agent, or the law; and
- a statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
NeutralCheck will investigate notices of copyright and trademark infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.
26. ENTIRE AGREEMENT
This Agreement governs Your use of the Service and constitutes the entire agreement between You and NeutralCheck. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between You and NeutralCheck regarding the subject matter contained in this Agreement. Additional terms and conditions may exist between You and third parties, including but not limited to, Neutrals and others. You represent and warrant that those third party agreements do not interfere with Your obligations and duties to NeutralCheck under this Agreement.
27. GOVERNING LAW
This Agreement and the relationship between You and NeutralCheck will be governed by the laws of the State of California, notwithstanding the choice of law provisions of the venue where any action is brought, where the violation occurred, where You may be located or any other jurisdiction. You agree and consent to the exclusive jurisdiction of the state or federal courts located in San Diego County, California and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that NeutralCheck may elect, in its sole discretion, to litigate the action in the county or state where any breach by You occurred or where You can be found. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to Your use of the Service or this Agreement shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.
28. PROVISIONS REMAINING IN EFFECT
In the event Your membership with NeutralCheck is terminated or lapses or You are no longer a user of NeutralCheck, certain provisions of this Agreement will continue to remain in effect, including, but not limited to, Sections 12, 14, 15, 17 and 21 through 29.
This Agreement may not be re-sold or assigned by You. If You assign, or try to assign, this Agreement, such assignment or attempted assignment will be void and unenforceable. It will not be considered a waiver of NeutralCheck’s rights if NeutralCheck fails to enforce any of the terms or conditions of this Agreement against You. In the event a court finds a provision in this Agreement to not be valid, You and NeutralCheck agree that such court should incorporate a similar provision that would be considered valid, with all other provisions remaining valid in the Agreement. No joint venture, partnership, employment or agency relationship exists between You and NeutralCheck as a result of this Agreement or use of the Service. You acknowledge and agree that each of the Released Parties shall be an intended third party beneficiary of this Agreement.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICE. BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.