1 January 2020
This Site is offered and available to visitors who are 18 years of age or older. By using this Site, you represent and warrant that you are of legal age to form a binding contract with Xclaim and are 18 years of age or older. If you are under the age of 18, you must not access or use this Site.
General Use Provisions
All materials provided and available on this Site, including but not limited to information, documents, products, logos, graphics, sounds, images, software, and services (“Materials”), are provided either by Xclaim or by its clients or other vendors (“Third Party Providers”) and are the copyrighted work of Xclaim and/or its Third Party Providers. Except as expressly stated herein, none of the Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means, without the prior express written permission of Xclaim or the Third Party Provider, as applicable. You may not modify, copy, distribute, transmit, display, publish, sell, license, create derivative works or otherwise use any information available on this website for any public or commercial purpose.
You may not “mirror” any Materials contained on this Site on any other server without Xclaim’s prior express written permission. You may not access or use this Site or any Materials in any manner that could damage, disable, overburden, or impair any Xclaim server, or the network(s) or system(s) connected to any Xclaim server, or interfere with any other party’s use and enjoyment of this Site or any products or services provided by Xclaim. Any use of direct or indirect automated searches or data queries with respect to this Site or the Materials is strictly prohibited without Xclaim’s prior written consent. You may not attempt to gain unauthorized access to any services, accounts, computer systems or networks connected to any Xclaim server or network or to this Site or any of the Materials, through hacking, password mining or any other means. You may not obtain or attempt to obtain any Materials or information through any means not intentionally and publicly made available through this Site.
Except where expressly provided otherwise by Xclaim, nothing on this Site shall be construed to confer any license under any of Xclaim's or any Third Party Provider’s intellectual property rights, whether by estoppel, implication, or otherwise.
Materials provided by Third Party Providers have not been independently reviewed, tested, certified, or authenticated in whole or in part by Xclaim.
Any unauthorized use of any Materials contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
Except where expressly provided otherwise by Xclaim, all comments, feedback, information or materials submitted to Xclaim through or in association with this Site (“Submissions”) shall be considered non-confidential and Xclaim’s property. By providing such Submissions to Xclaim, you assign to Xclaim, effective immediately upon such submission, at no charge, all worldwide rights, title and interest in copyrights and other intellectual property rights to the Submissions and represent and warrant that you have all necessary ownership rights, consents and authority to assign all such rights, title and interest to Xclaim. Xclaim shall be free to use and/or disseminate such Submissions on an unrestricted basis for any purpose. You acknowledge that you are responsible for the Submissions that you provide, and that you, not Xclaim, have full responsibility for the Submissions, including their legality, accuracy, reliability, appropriateness, originality and copyright.
Functioning of the Site
No representation or warranty is given that any functions contained in the Site will be uninterrupted, error-free, virus-free, free from harmful components, or that any defects will be corrected. No transmission over the Internet can be guaranteed to be secure. Access to and use of password protected and/or secure areas of the Site is restricted to authorized users only. Unauthorized access to such areas is prohibited and may lead to criminal prosecution.
THE INFORMATION CONTAINED ON THIS WEBSITE IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS LEGAL, FINANCIAL OR OTHER PROFESSIONAL ADVICE OR, UNLESS EXPRESSLY STATED, AS ANY PARTY IN INTEREST’S OR XCLAIM’S OFFICIAL POSITION ON ANY SUBJECT MATTER. USERS OF THIS WEBSITE SHOULD NOT TAKE OR REFRAIN FROM TAKING ANY ACTION BASED UPON CONTENT INCLUDED IN THE WEBSITE WITHOUT SEEKING LEGAL COUNSEL ON THE PARTICULAR FACTS AND CIRCUMSTANCES AT ISSUE FROM A LICENSED ATTORNEY.
ALTHOUGH XCLAIM SEEKS TO PROVIDE ACCURATE AND UPDATED INFORMATION ON THIS SITE, WE CANNOT ASSURE THAT SUCH IS THE CASE. THE INFORMATION AND CONTENTS OF THIS SITE ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE SPECIFICALLY DISCLAIMED. WE MAKE NO REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENTS OF THIS SITE. WE ALSO DO NOT UNDERTAKE ANY OBLIGATION TO UPDATE, MODIFY, REVISE OR REORGANIZE THE INFORMATION PROVIDED ON THIS SITE, OR TO NOTIFY YOU OR ANY THIRD PARTY SHOULD ANY SUCH INFORMATION BE UPDATED, MODIFIED, REVISED OR REORGANIZED, EXCEPT AS OTHERWISE REQUIRED BY LAW.
XCLAIM IS NOT IN THE BUSINESS OF PROVIDING PROFESSIONAL OR LEGAL ADVICE AND INFORMATION CONTAINED ON THIS SITE SHOULD NOT BE RELIED ON AS A SUBSTITUTE FOR FINANCIAL, LEGAL OR OTHER PROFESSIONAL ADVICE. ANY RELIANCE ON THE INFORMATION CONTAINED ON THIS SITE IS SOLELY AT YOUR RISK.
ELECTRONIC MAIL OR OTHER COMMUNICATIONS THROUGH THIS WEBSITE, OR OTHERWISE, TO XCLAIM, IN CONNECTION WITH THESE, OR OTHER, MATTERS WILL NOT BE TREATED AS PRIVILEGED OR CONFIDENTIAL.
Limitation of Liability
XCLAIM AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AGENTS AND REPRESENTATIVES (THE “XCLAIM PARTIES”) SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED AS A RESULT OF YOUR ACCESS OR USE OF THIS SITE OR ACCESSING, USING, MODIFYING, CONTRIBUTING, COPYING, DISTRIBUTING, OR DOWNLOADING THE MATERIALS.
THE XCLAIM PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OR INJURY ARISING OUT OF, OR CAUSED IN WHOLE OR IN PART BY, THE ACTS, ERRORS OR OMISSIONS OF THE XCLAIM PARTIES, WHETHER NEGLIGENT OR OTHERWISE, IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING OR DELIVERING THE INFORMATION CONTAINED ON THIS WEBSITE.
IN NO EVENT SHALL THE XCLAIM PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE (INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM ANY PARTY’S BREACH ANY CLAIM TRADE AGREEMENT OR THE DISALLOWANCE OF A POTENTIAL CLAIM), WHETHER FORESEEABLE OR NOT AND HOWEVER IT ARISES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE ACCESS TO, USE OF, PERFORMANCE OF, OR INFORMATION AVAILABLE FROM THIS SITE, EVEN IF ANY XCLAIM PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU HAVE SOLE RESPONSIBILITY FOR THE ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THE SITE AND/OR MATERIALS AND YOU WILL NOT MAKE A CLAIM AGAINST ANY XCLAIM PARTY FOR LOST OR CORRUPTED DATA OR SYSTEMS, LOSS OF GOODWILL, RE-RUN TIME, INACCURATE OUTPUT, WORK DELAYS, OR LOST PROFITS RESULTING FROM THE USE OF THE SITE OR MATERIALS.
YOU AGREE TO HOLD THE XCLAIM PARTIES HARMLESS FROM, AND YOU COVENANT NOT TO SUE ANY XCLAIM PARTY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO YOUR ACCESS AND USE OF THIS SITE AND/OR THE MATERIALS IN ANY MANNER.
XCLAIM MAKES NO CLAIM TO ORIGINAL U.S. GOVERNMENT WORKS. NONE OF THE XCLAIM PARTIES SHALL HAVE OR INCUR ANY LIABILITY TO ANY ENTITY, (ALL REFERENCES TO “ENTITY” HEREIN SHALL BE AS DEFINED IN SECTION 101(15) OF THE BANKRUPTCY CODE, “ENTITY”), FOR ANY ACT TAKEN OR OMITTED TO BE TAKEN IN CONNECTION WITH THE PREPARATION, DISSEMINATION OR IMPLEMENTATION OF THIS WEBSITE; PROVIDED HOWEVER, THAT THE FOREGOING SHALL NOT AFFECT THE LIABILITY OF ANY XCLAIM PARTY PROTECTED PURSUANT TO THIS PARAGRAPH THAT OTHERWISE WOULD RESULT FROM ANY SUCH ACT OR MISSION TO THE EXTENT THAT SUCH ACT OR OMISSION, IS DETERMINED IN A FINAL, NON-APPEALABLE ORDER TO HAVE CONSTITUTED A BREACH OF FIDUCIARY DUTY, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, INCLUDING, WITHOUT LIMITATION, FRAUD AND CRIMINAL MISCONDUCT, OR THE BREACH OF ANY CONFIDENTIAL AGREEMENT OR ORDER. WITHOUT LIMITING THE FOREGOING, THE EXCULPATION PROVIDED IN THIS PARAGRAPH SHALL BE COEXTENSIVE WITH ANY XCLAIM PARTY’S QUALIFIED IMMUNITY UNDER APPLICABLE LAW.
Links to Third Party Websites
Intellectual Property Notices
Elements of the Site and Materials are protected by copyright, trade dress, intellectual property and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from the Site or any Materials may be copied or retransmitted unless expressly permitted by Xclaim. Any permissible use of Xclaim’s Materials, logos, graphics, sounds or images found on this Site must include the copyright notice identified below without any modification.
Xclaim, the Xclaim logo, any other protected mark or logo on this Site or Materials, and/or other Xclaim products referenced herein are trademarks and service marks of Xclaim Inc. and its affiliated companies, and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols may be the trademarks of their respective owners.
Governing Law; Arbitration
These Terms shall be construed in accordance with the laws of the State of New York without regard to its principles of conflicts of law.
Xclaim may elect to resolve any controversy or claim arising out of or relating to these Terms or our Site by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in the State of New York, County of New York, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Either you or we may seek any interim or preliminary relief from a court of competent jurisdiction necessary to protect the rights or the property of you or us (or those of our affiliates and our clients), pending the completion of arbitration.
Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
These Terms constitute the entire agreement between you and us concerning your use of the Site, superseding any prior agreements that you may have with us.
If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Terms shall continue in effect.
Questions & Contact Information
Questions or comments about the Site may be directed to us at firstname.lastname@example.org.