1. ACCEPTANCE AND TERMS OF SERVICE
Updates to Terms. ASHWORTH STRATEGY reserves the right, at its discretion, to change, modify, add or remove portions of these Terms at any time. Please check these terms and conditions periodically for changes. Your continued use of the ASHWORTH STRATEGY Application following the posting of changes to these Terms will mean that you accept those changes.
Electronic Form/Communications. By accessing the ASHWORTH STRATEGY Applications, you consent to having this Agreement provided to you in electronic form and receiving communications from us electronically. We may communicate with you by postal mail, e-mail or by posting notices on the ASHWORTH STRATEGY Applications. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirements that such communications be in writing.
2. USE OF THE ASHWORTH STRATEGY APPLICATIONS AND CONTENT
- License. Subject to these Terms and any fees as applicable, ASHWORTH STRATEGY grants you a limited, non-exclusive, non-transferable, revocable right to use the ASHWORTH STRATEGY Applications and the Content solely for your personal, noncommercial use (e.g., viewing the Content on screen; printing paper copies for personal use or electronically saving limited portions of Content). All other rights are expressly reserved by ASHWORTH STRATEGY. You agree that you will not, unless specifically permitted by us (i) copy, display or distribute any part of the Content or ASHWORTH STRATEGY Applications, in any medium, without ASHWORTH STRATEGY prior written consent, (ii) alter or modify any part of the ASHWORTH STRATEGY Applications other than as may be reasonably necessary to use the ASHWORTH STRATEGY Applications for their intended purpose, (iii) alter any Content or change or remove any copyright or other proprietary notices; or (iv) install, post or distribute any part of the Content on any electronic network, including without limitation the Internet and the World Wide Web, or create a database (electronic or otherwise) using any portion of the ASHWORTH STRATEGY Applications or Content. Use of the ASHWORTH STRATEGY Applications or Content via mechanical, programmatic, robotic, scripted, spider, manual or any other automated means is strictly prohibited. Unless otherwise agreed to by ASHWORTH STRATEGY in writing, use of the ASHWORTH STRATEGY Applications or Content is permitted only via manually conducted, discrete, individual search and retrieval activities. You may not conduct any kind of systemic retrieval of data or Content from any ASHWORTH STRATEGY Application.
- Withdrawal. ASHWORTH STRATEGY reserves the right at any time to withdraw from the Content any item or part of an item for which it no longer retains the right to publish, chooses to no longer offer for any reason, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable.
- Registration and Profile Creation. In order to access certain features of the ASHWORTH STRATEGY Applications, you may be required to register and/or create a user profile (an “Account”) by creating a username and password and providing certain profile and contact information. We may require or permit you to use your credentials for a third-party platform (such as Facebook or LinkedIn) to so register (a “Social Sign-On”). Your Account shall only be used by you and only in connection with the applicable ASHWORTH STRATEGY Application and may not be used in connection with other ASHWORTH STRATEGY products. You are responsible for maintaining the confidentiality of your Account and password, and are responsible for all activities that occur under your Account and password. Sharing, selling or transferring your Account or password with or to any other person or making it available to multiple users on a network is strictly prohibited. You hereby agree to (i) provide information about yourself as prompted by the registration form that is true, accurate, current and complete; (ii) maintain and promptly update your personal information (by sending an appropriately worded e-mail to firstname.lastname@example.org to keep it fully up to date); (iii) ensure that you exit from your member account at the end of each session; and (iv) notify ASHWORTH STRATEGY in writing of any unauthorized use of your Account or password or any other breach of security at email@example.com. You agree not to impersonate any person or entity or misrepresent your identity or affiliation with any person or entity, including using another person’s username, password or other account information or another person’s name, likeness, voice, image or photograph. If you provide (or we have reason to suspect that you have provided) any information that is untrue, inaccurate, not current, or incomplete, or there is unauthorized use of your Account or we suspect fraudulent or abusive activity, we have the right, among other remedial options, to require you to use and pay for an additional account for the relevant product and/or interrupt, restrict, suspend or terminate your current or future use of or access to the ASHWORTH STRATEGY Applications (or any portion thereof), without notice to you. You shall cooperate with us in any fraud investigation and use any reasonable fraud prevention measures we prescribe. Failure to cooperate will result in your liability for all fraudulent usage.
- No Interference. You will take no action to interfere with, interrupt, destroy or limit the functionality of the ASHWORTH STRATEGY Applications or any computer software or hardware or telecommunications equipment. You may not use the ASHWORTH STRATEGY Applications in any manner that could damage, disable, overburden, or impair any ASHWORTH STRATEGY server, or the network(s) connected to any ASHWORTH STRATEGY server, or interfere with any other party’s use and enjoyment of any ASHWORTH STRATEGY Applications. You may not attempt to gain unauthorized access to any ASHWORTH STRATEGY Applications, other accounts, computer systems or networks connected to any ASHWORTH STRATEGY server or to any of the ASHWORTH STRATEGY Applications, through hacking, cracking, distribution of counterfeit software, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the ASHWORTH STRATEGY Applications. You may not reverse engineer, decompile or disassemble any software accessed through ASHWORTH STRATEGY Applications, including any proprietary communications protocol used by ASHWORTH STRATEGY.
- Security. ASHWORTH STRATEGY has implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
- Modification to Services. ASHWORTH STRATEGY has the right to modify the ASHWORTH STRATEGY Applications and Content at any time in its sole discretion. Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of ASHWORTH STRATEGY in providing its products, services, Content or any ASHWORTH STRATEGY Applications is to stop using the ASHWORTH STRATEGY Applications as set forth herein.
3. PAID SUBSCRIPTIONS
If you purchase a subscription to access the ASHWORTH STRATEGY Applications and/or Content (“Subscription”), the Subscription shall be subject to these Terms, as well as the terms and conditions set forth in the ASHWORTH STRATEGY Product Subscription Agreement (“Product Agreement”), including the applicable subscription fee (“Fee”), payment terms and length of Subscription (“Subscription Period”). The Product Agreement may specify the number of user accounts authorized to access the ASHWORTH STRATEGY Applications and/or Content pursuant to that subscription (“Authorized Users”). For the avoidance of doubt, and notwithstanding the foregoing, Authorized Users will be limited pursuant to and as stated in the Product Agreement, including limitations by number of users or a user’s office location. In such cases, access to and use of the ASHWORTH STRATEGY Applications and/or Content by any other third party is not permitted. Any increase to the number of Authorized Users must be approved by ASHWORTH STRATEGY in writing and may be subject to additional fees.
With respect to all Subscriptions, you shall:
- ensure that all Authorized Users accessing the Content are appropriately notified of the importance of respecting the intellectual property rights in the Content and of the sanctions which ASHWORTH STRATEGY imposes for failing to do so;
- use best efforts to protect the Content from unauthorized use or other breach of these Terms;
- monitor compliance and immediately upon becoming aware of any unauthorized use or other breach, inform ASHWORTH STRATEGY and take all appropriate steps to ensure that such activity ceases and to prevent any recurrence;
- provide ASHWORTH STRATEGY with information sufficient to enable ASHWORTH STRATEGY to provide access to the Content. Should you make any significant change to such information, you will notify ASHWORTH STRATEGY not less than ten (10) days before the change takes effect;
- ensure that only Authorized Users are permitted access to the Content. Your right to use the Content is not transferrable. Any password or right given to you to obtain information is not transferable; and
- accept that ASHWORTH STRATEGY has the right to cancel your subscription effective immediately, without providing a refund, if you decide to cancel within your trial period.
Refunds, Late Payments and Taxes.
- All fees paid and charges made prior to the expiration or termination of your Subscription, as provided herein, including any advance charge or payment for the Subscription Period during which you terminate your Subscription, are nonrefundable. Termination of your Subscription shall not relieve you of any obligations to pay accrued charges.
- Your account may be deactivated without notice to you if payment is past due, regardless of the dollar amount. You agree to pay any outstanding balance in full within thirty (30) days of cancellation or termination of your Subscription to the applicable Content.
- Modifications to Fees or Billing Terms: ASHWORTH STRATEGY RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS SUBSCRIPTION FEES AND BILLING METHODS, UPON EFFECTIVE NOTICE TO YOU, WHICH SHALL INCLUDE NOTICE SENT TO YOUR DESIGNATED EMAIL ADDRESS. If any such change is unacceptable to you, you may terminate your Subscription by contacting customer service at firstname.lastname@example.org. Your continued use of the Content following the effective date of a change to fees or billing methods shall constitute your acceptance of such change.
Delivery and cancellations. Where your Subscription or product order involves the delivery of a physical item or items, they will be delivered to the address that you indicate when you place your order through any ASHWORTH STRATEGY Application and the risk of damage to or loss of such items shall pass to you at the time of delivery even if they have not been received by you in person. Any times quoted for delivery are approximate only and ASHWORTH STRATEGY shall not be liable for any delay in delivery howsoever caused. If you experience any delivery issues, please contact customer service at email@example.com.
4. INTELLECTUAL PROPERTY OWNERSHIP
ASHWORTH STRATEGY or its licensors, suppliers or other designees owns all right, title and interest in and to the Content and the ASHWORTH STRATEGY Applications (including all materials, including but not limited to all text, logos, photographs, graphics, images, illustrations, designs, icons, photographs, databases, video, audio, software, html, source and object code, algorithms, business logic, modules, programs, links and other materials). You shall not, and shall not permit anyone else to, reproduce, copy, distribute, publish, transmit, broadcast, sell, license or otherwise access or use all or any part of the Content or any information contained therein without the prior written consent of ASHWORTH STRATEGY. All ASHWORTH STRATEGY brands and trademarks (whether registered or unregistered) and graphics, logos, designs, page headers and button icons are subject to the intellectual property rights of ASHWORTH STRATEGY and neither they nor any confusingly similar versions may be used by you including, but not limited to as part of any trademarks and/or domain names without ASHWORTH STRATEGY prior written consent.
Downloadable mobile products. Copyright in any software that is made available for download from any ASHWORTH STRATEGY Application shall belong to ASHWORTH STRATEGY and/or our software suppliers. Your use of the software is governed by the terms of any license agreement that may accompany or be included with it. Do not install, download or use any software unless you agree to such license agreement.
5. USER SUBMISSIONS AND CONDUCT
- Forums. For the purposes of this Agreement, “Forum” means letters, comments, emails or other types of communications submitted by you or other third parties to us, our editors, Webmaster(s) or employees of ASHWORTH STRATEGY, and messages posted to them or to other users in connection with online seminar discussions, forums, blogs or chat-pages on any ASHWORTH STRATEGY Application. Forums are provided for your exchange of lawful, relevant, fair and appropriate information, opinions and comment. Use of the Forums that is inconsistent with those stated purposes or which is prohibited under these Terms is prohibited.
- Removal. ASHWORTH STRATEGY has the right, but not the obligation to monitor, edit or remove Forum content or Forum materials, and may do so at any time and for any reason in its sole discretion, including but not limited to the course of normal maintenance of the ASHWORTH STRATEGY Application and its systems or in the good-faith belief that such action is necessary to: (1) comply with the law or comply with legal process served on ASHWORTH STRATEGY; (2) protect and defend the legitimate business interests, rights or property of ASHWORTH STRATEGY, ASHWORTH STRATEGY users, advertisers, customers, sponsors, advertisers or affiliates; or (3) act in an emergency to protect the personal safety of ASHWORTH STRATEGY guests or the public. You shall remain solely responsible for the content of your communications. If you object to the publication of any material placed on any ASHWORTH STRATEGY Application please contact ASHWORTH STRATEGY by sending an email to customer service at firstname.lastname@example.org and ASHWORTH STRATEGY will take whatever action it deems appropriate. ASHWORTH STRATEGY specifically disclaims any liability with regard to Forum content and any actions resulting from your participation in any Forum. ASHWORTH STRATEGY cannot guarantee that individuals submitting Forum content or otherwise participating are who they represent themselves to be, nor does ASHWORTH STRATEGY endorse, represent or validate, the content, accuracy or reliability of, or the statements, assertions, views or opinions expressed in, Forums, and you acknowledge that any reliance upon the same shall be at your sole risk.
Prohibited Uses of any ASHWORTH STRATEGY Application. You hereby agree that you will not use any ASHWORTH STRATEGY Application or Forum to:
- promote or encourage the sale of your goods/services or those of any third party;
- solicit other guests or users of the ASHWORTH STRATEGY Application to join or become members of any commercial online or offline service or other organization;
- disseminate any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- disseminate any material which is or may infringe the rights (including, but not limited to, intellectual property rights) of any third party or which is unlawful, threatening, defamatory, obscene, indecent, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, in breach of confidence, in breach of privacy, or which may restrict or inhibit the use of the ASHWORTH STRATEGY Application and/or any of the Content by any person or which constitutes or encourages conduct that may be considered a criminal offence or give rise to civil liability;
- disseminate any material which does or may bring ASHWORTH STRATEGY or any of its brands into disrepute or in any way damage their reputation;
- disseminate any material that may interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data;
- post link(s) that take users to material that contravenes any of the above restrictions;
- falsify, delete or disable any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;
- collect in any way personal information about others, including e-mail addresses, password or other account information or use such information to send unsolicited emails, or use, download or otherwise copy or provide (whether or not for a fee) to a person or entity any directory of users of the ASHWORTH STRATEGY Applications or other user or usage information;
- impersonate or create a false identity for the purpose of misleading others, improperly use support or complaint buttons or make false reports to ASHWORTH STRATEGY administrators, or engage in fraudulent transactions; or
- use, develop or distribute “auto” software programs, “macro” software programs or other “cheat utility” software program or applications.
- accept payment for any uploaded information from any third party, including, without limitation, accepting payment for the inclusion of a logo, brand advertising or other commercial content, in the uploaded information.
- If any ASHWORTH STRATEGY Application makes available the name, contact information, and/or any other information (“Participant Information”) concerning any sponsor, exhibitor, or attendee (each, a “Participant”) in or at any ASHWORTH STRATEGY trade show, conference, or other event (each, an “Event”), whether live or virtual, you may not use any of such Participant Information except for your own internal business purposes (and may not, for example, directly or indirectly resell or otherwise redistribute, or permit any third party to use, any of same), and, if you are not yourself an authorized Participant in such Event, you agree not to solicit or otherwise contact any Participant identified by such Participant Information.
License and Warranty. By uploading materials to any Forum or submitting any materials to ASHWORTH STRATEGY (“Posts”), you automatically grant (or warrant that the owner of such rights has expressly granted) ASHWORTH STRATEGY a perpetual, royalty-free, fully paid-up, irrevocable, non-exclusive, transferable, worldwide, sub-licensable right and license to (a) use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, create derivative works from, disclose, post, and/or remove such Posts or incorporate such Posts into any form, medium, or technology now known or later developed, in any manner, and (b) use your name, user/log-in name, likeness, biographic and other profile information about you in connection with any use of your Posts, in each case, in whole or in part, without payment or other additional consideration of any kind, or permission or notification to you or any third party and without crediting you. By registering via a Social Sign-On, you are granting your consent for us to display the name and photograph and other information associated with your applicable third-party platform profile in connection with the display of your Posts.
Without limiting the foregoing, you also hereby permit ASHWORTH STRATEGY and its designees to use portions of your Posts, to modify or rewrite any of your Posts, and/or to incorporate other materials, either created by ASHWORTH STRATEGY and/or its designees or licensed from third parties (any of the foregoing, “Edits”). All resulting Edits and/or derivative works (including, in each case, all intellectual property and proprietary rights therein) shall be owned by ASHWORTH STRATEGY and/or such designees and not subject to your approval or payment by ASHWORTH STRATEGY or any other party of any compensation to you.
You acknowledge and agree that you are receiving good and valuable consideration for the rights you are granting herein, that such consideration is adequate, satisfactory, and complete, and includes your right to access and use the ASHWORTH STRATEGY Applications in accordance with the terms and conditions set forth herein. To the maximum extent permitted by law, you hereby waive all moral rights, rights of attribution, rights of privacy and rights of publicity in your Posts that may be available to you in any part of the world. You hereby confirm that no such rights have been or will be asserted.
You further acknowledge and agree that your Posts do not contain confidential or proprietary information, the relationship between you and ASHWORTH STRATEGY is not a confidential, fiduciary, or other special relationship, and ASHWORTH STRATEGY is not under any obligation of confidentiality, privacy, secrecy or use restriction of any kind, express or implied, with respect to your Posts, all of which may be used by ASHWORTH STRATEGY under the foregoing license or any applicable assignment made pursuant to an agreement between ASHWORTH STRATEGY and you or your employer, and without any further obligation to you.
ASHWORTH STRATEGY may be considering, contemplating or developing the same or a similar idea (and/or related products, services, concepts, systems or techniques) to one or more ideas (and/or products, services, concepts, systems and/or techniques) reflected in your Posts submitted on the ASHWORTH STRATEGY Applications, whether before, at the time of or following your submission. Without limiting the foregoing license in any respect, you hereby waive any and all claims you may have had, may have currently, and/or may have in the future, that any ideas or materials accepted, reviewed and/or used by ASHWORTH STRATEGY and its designees (and/or any related products, services, concepts, systems and/or techniques) in any way (i) may be similar to or unlawfully or otherwise improperly compete with your Posts or any of the Content thereof or (ii) violate any obligation of ASHWORTH STRATEGY to you or any other person or entity that in any way is alleged to arise from or relate to your Posts or any of the Content thereof.
You represent and warrant to us that you are authorized to grant all rights pursuant to the foregoing license and, further, your Posts: (i) are truthful and accurate, and contain solely original content owned by you, content for which you have received express permission from the owner and have provided proper attribution to same, or content in the public domain (and you assume all responsibility for making such determinations and acquiring all necessary authorizations and approvals related to your Posts); (ii) do not violate and will not violate the rights of any third party or any local, state, national or foreign law, including any right of publicity, right of privacy, confidentiality or any other contractual or proprietary right, including patent, trademark, copyright and trade secret rights; (iii) disclose all affiliations or relations necessary so that such Posts are not deceptive or misleading (for example, if you are commenting upon a company and work for that company, then this should be disclosed); and (iv) comply with all other provisions of this Agreement.
6. DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE
Materials may be made available via the ASHWORTH STRATEGY Applications by third parties not within ASHWORTH STRATEGY’s control. ASHWORTH STRATEGY is under no obligation to, and does not, scan content used in connection with the ASHWORTH STRATEGY Application for the inclusion of illegal or impermissible content. However, ASHWORTH STRATEGY respects the copyright interests of others. It is ASHWORTH STRATEGY’s policy not to permit materials known by ASHWORTH STRATEGY to infringe another party’s copyright to remain on the ASHWORTH STRATEGY Applications. If you believe any materials on an ASHWORTH STRATEGY Application infringe a copyright, you should provide us with written notice that at a minimum contains:
- 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 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;
- 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 ASHWORTH STRATEGY to locate the material;
- information reasonably sufficient to permit ASHWORTH STRATEGY to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
- 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
- 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.
All DMCA notices should be sent to ASHWORTH STRATEGY’s designated agent as follows:
ASHWORTH STRATEGY LLC
472 Meeting Street Suite c-194
Charleston, SC 29403
It is ASHWORTH STRATEGY’s policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others.
7. THIRD PARTY CONTENT; LINKING
- Third-Party Opinions. The ASHWORTH STRATEGY Applications may contain views, opinions and statements of various third-party individuals and organizations. ASHWORTH STRATEGY neither endorses nor makes any representation or warranty whatsoever regarding the views, opinions or statements provided by any third-party or any user of the ASHWORTH STRATEGY Applications. It is your responsibility to evaluate the accuracy, completeness and usefulness of any information, opinion or Content available through the ASHWORTH STRATEGY Applications and to seek appropriate advice of professionals, as appropriate.
- Linking. To the extent that any ASHWORTH STRATEGY Application contains links to outside services and resources (“External Sites”), ASHWORTH STRATEGY does not control the availability and content of those outside services and resources. These links are provided solely for your convenience. If you use these links, you leave any ASHWORTH STRATEGY Application. ASHWORTH STRATEGY does not endorse or make any representations about these third-party sites, or any material found on them, or any results that may be obtained from using them. If you decide to access any of these third-party websites you do so entirely at your own risk and acknowledge that these third party sites may contain rules and regulations, privacy provisions, confidentiality provisions, transmission of personal data provisions, and other provisions (“External Site Terms”) that differ from the provisions which apply to the ASHWORTH STRATEGY Applications, and ASHWORTH STRATEGY is not responsible for, and expressly disclaims any and all liability for or related to, the availability of, or the content located on or through, any External Site, its External Site Terms, or any Losses (as defined in Section 8) that may arise or result from your navigation to or use of any External Sites. Any concerns regarding any such service or resource, or any link thereto, should be directed to the particular service or resource. You may link to any page of an ASHWORTH STRATEGY Application subject to the following conditions:
- you do not replicate the home page of the ASHWORTH STRATEGY Application;
- you do not create a frame or any other browser or border environment around the ASHWORTH STRATEGY Application;
- you only link to freely available content (and not link to any content that is considered Content that is only made to users with a username and password);
- you do not in any way imply any endorsement by ASHWORTH STRATEGY other than with its written consent or misrepresent your relationship with ASHWORTH STRATEGY;
- you do not use any logos or trademarks displayed on the ASHWORTH STRATEGY Application without the express written permission of ASHWORTH STRATEGY; and
- the linking website does not contain content that is distasteful, offensive or controversial, that infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.
8. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION
- General Information. The Content has been prepared by ASHWORTH STRATEGY as a service to ASHWORTH STRATEGY readers and the Internet community. It is provided only for general information and in not intended to address your particular requirements or to constitute any form of advice or recommendation (including, but not limited to legal advice). ASHWORTH STRATEGY has used reasonable efforts in collecting, preparing and providing quality information and material, but does not warrant or guarantee the accuracy, completeness, adequacy or currency of the information contained in the Content and/or on or linked to any ASHWORTH STRATEGY Application. Users of information on any ASHWORTH STRATEGY Application or links do so at their own risk and acknowledge that this information should not be relied upon in making (or refraining from making) any specific investment or other business or personal decisions (professional advice should always be obtained prior to making any such decision). In no way shall ASHWORTH STRATEGY be liable to you for any claims relating in any way to your inability or failure to perform any kind of research or related work or to perform such research or related work properly or completely, even if assisted by ASHWORTH STRATEGY, your use of the Content or your reliance on the information contained in the Content.
- Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL ASHWORTH STRATEGY APPLICATIONS AND CONTENT ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS, ASHWORTH STRATEGY, THE ASHWORTH STRATEGY PARTIES (AS DEFINED BELOW) AND ANY THIRD-PARTY CONTENT PROVIDER (IF APPLICABLE) DISCLAIM AND MAKE NO WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED. ASHWORTH STRATEGY AND THE ASHWORTH STRATEGY PARTIES DO NOT WARRANT THE ACCURACY, COMPLETENESS, NON-INFRINGEMENT, TIMELINESS, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASHWORTH STRATEGY APPLICATIONS, CONTENT OR THE INFORMATION THEY CONTAIN. ASHWORTH STRATEGY, THE ASHWORTH STRATEGY PARTIES AND ANY THIRD PARTY CONTENT PROVIDER (IF APPLICABLE) DO NOT MAKE ANY WARRANTY THAT ACCESS TO ANY ASHWORTH STRATEGY APPLICATION OR CONTENT WILL BE UNINTERRUPTED, SECURE, COMPLETE OR ERROR FREE, OR FREE OF VIRUSES OR ANY HARMFUL FILES, AND ASHWORTH STRATEGY AND, ASHWORTH STRATEGY PARTIES AND ANY THIRD PARTY CONTENT PROVIDER (IF APPLICABLE) SHALL NOT BE LIABLE FOR ANY DAMAGE CAUSED BY SUCH DESTRUCTIVE FEATURES. ASHWORTH STRATEGY AND THE ASHWORTH STRATEGY PARTIES DO NOT MAKE ANY WARRANTY AS TO THE LIFE OF ANY SUBSCRIPTION OR AVAILABILITY OF ANY CONTENT. THE FOREGOING DISCLAIMER OF WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW.
- Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL ASHWORTH STRATEGY OR THE ASHWORTH STRATEGY PARTIES BE LIABLE TO YOU OR ANY OTHER PERSON, INCLUDING BUT NOT LIMITED TO OTHER AUTHORIZED USERS, FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT IN ANY MANNER ARISES OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE ANY ASHWORTH STRATEGY APPLICATION OR ANY CONTENT AVAILABLE ON OR THROUGH ANY ASHWORTH STRATEGY APPLICATION. IN NO EVENT SHALL ASHWORTH STRATEGY AGGREGATE LIABILITY FOR ANY LOSSES IN ANY WAY ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OR INABILITY TO USE ANY ASHWORTH STRATEGY APPLICATIONS OR CONTENT OR TO ANY USE OR EXPLOITATION OF YOUR POSTS OR RIGHTS THEREIN FOR ANY PURPOSE EXCEED US$1,000. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. REGARDLESS OF THE CAUSE OR FORM OF ACTION, YOU MAY BRING NO ACTION ARISING FROM THIS AGREEMENT MORE THAN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ARISES. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW.
YOU AND ASHWORTH STRATEGY AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT ARE MATERIAL, BARGAINED-FOR BASES OF THIS AGREEMENT, AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION OF EACH PARTY TO ENTER INTO THIS AGREEMENT. YOU AND ASHWORTH STRATEGY AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS ARE FAIR AND REASONABLE.
- Indemnification. You agree to defend, indemnify and hold ASHWORTH STRATEGY and its affiliates and their directors, managers, officers, employees, agents, subsidiaries, successors and assigns (collectively, the “ASHWORTH STRATEGY Parties”) harmless, from and against any claims, losses, damages, penalties, demands, actions, suits, judgments, settlements, costs, liabilities, obligations and expenses, including reasonable attorneys’ fees (“Losses”), resulting from your breach or alleged breach of these Terms, regardless of the form of action.
9. DISPUTE RESOLUTION
Most customer concerns can be resolved quickly and to the customer’s satisfaction by contacting customer service at email@example.com. If, however, there is an issue that needs to be resolved, you agree that the following provisions will apply:
- ARBITRATION AGREEMENT AND JURY TRIAL WAIVER, CLASS ACTION WAIVER, AND FORUM SELECTION CLAUSE. Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and ASHWORTH STRATEGY or its successors or assigns shall exclusively be settled through binding and confidential arbitration.
Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Rules and Procedures”).
You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that you file in small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
You and ASHWORTH STRATEGY must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR ASHWORTH STRATEGY MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, ASHWORTH STRATEGY will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (4) ASHWORTH STRATEGY also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and, in such instance, the fees and costs awarded shall be determined by the applicable law.
Notwithstanding the foregoing, either you or ASHWORTH STRATEGY may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in Charleston, South Carolina. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located Charleston, South Carolina in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within Charleston, South Carolina for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
With the exception of subparts (1) and (2) in this Section (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting part was not contained herein. If, however, either subpart (1) or (2) is found to be invalid, unenforceable, or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor ASHWORTH STRATEGY shall be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court located in Charleston, South Carolina.
For more information on AAA, the Rules and Procedures, or the process for filing an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
This Agreement is made under and shall be governed by and construed in accordance with the laws of the State of South Carolina, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
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- Other. This Agreement, including any schedules hereto, constitutes the entire agreement and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. ASHWORTH STRATEGY may assign these Terms, in whole or in part, at any time. The invalidity or unenforceability of any provision of this Agreement shall not affect the continuation or enforceability of the remainder of this Agreement. The waiver by ASHWORTH STRATEGY of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation. The failure of ASHWORTH STRATEGY to partially or fully exercise any rights or the waiver of ASHWORTH STRATEGY of any breach of these Terms by you, shall not prevent a subsequent exercise of such right by ASHWORTH STRATEGY or be deemed a waiver by ASHWORTH STRATEGY of any subsequent breach by you of the same or any other term of these Terms. The rights and remedies of ASHWORTH STRATEGY under these Terms and any other applicable agreement between you and ASHWORTH STRATEGY shall be cumulative, and the exercise of any such right or remedy shall not limit ASHWORTH STRATEGY’s right to exercise any other right or remedy.
- Contact Us. If you have a question or issue relating to a Subscription, such as changing your mailing address or canceling a Subscription, please email customer service at firstname.lastname@example.org. For other questions regarding these Terms, you can write to ASHWORTH STRATEGY Legal at: 472 Meeting Street Suite c-194, Charleston, SC 29403
Last Updated: March 1, 2023