Terms of Service
Last modified February 28, 2019
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THESE TERMS OF USE (AND COMPANY’S PRIVACY POLICY, AS NOTED BELOW) CREATE A LEGAL AGREEMENT (THIS “AGREEMENT”) BETWEEN B AUTHENTIC INC LLC (“B AUTHENTIC INC” OR “WE,” “US” OR “OUR”) AND THE USER OF THE SERVICE ENTERING INTO THIS AGREEMENT (“YOU” OR “YOUR”) (IN ADDITION, WHEN THE USER OF THE SERVICE IS A MINOR REGISTERED BY A PARENT AND/OR GUARDIAN, THE TERM “YOU” ALSO INCLUDES SUCH PARENT AND/OR GUARDIAN). YOU SHOULD CAREFULLY READ THIS AGREEMENT, AND THE B AUTHENTIC INC PRIVACY POLICY (the “Privacy Policy”), WHICH IS INCORPORATED INTO AND GOVERNED BY THIS AGREEMENT. THIS AGREEMENT GOVERNS YOUR USE (AND THAT OF ANY PERSON YOU REGISTER) OF THE WEBSITE BAUTHENTICINC.COM AND ANY SUBDOMAINS (the “Site”) AND THE SERVICES, FEATURES, AND INFORMATION AVAILABLE ON THE SITE AND/OR ANY MOBILE APPLICATIONS WE MAY OFFER (TOGETHER WITH THE SITE, ALONG WITH ASSOCIATED AND SUCCESSOR WEBSITES, APPLICATIONS, FEATURES, INFORMATION, AND SERVICES, OR ANY PART THEREOF, THE “SERVICE”). THE SERVICE MAY BE ACCESSED THROUGH FACEBOOK AND OTHER ONLINE CHANNELS. BY USING OR ACCESSING THE SERVICE, OR BY REGISTERING ANOTHER PERSON TO USE THE SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, OR YOU ARE BELOW THE AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU ARE LOCATED, YOU ARE NOT PERMITTED TO USE THE SERVICE OR TO REGISTER ANOTHER PERSON TO USE THE SERVICE. B AUTHENTIC INC IS NOT LIABLE FOR THE USE OF THIS SERVICE BY, OR FOR ANY CONTENT OR ADVERTISEMENTS VIEWED BY, MINOR CHILDREN IN VIOLATION OF THIS AGREEMENT.
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1. Changes to this Agreement. Except with respect to Section 15.4 (Mandatory Arbitration), B AUTHENTIC INC reserves the right, in its sole discretion, to change, modify, add to, supplement or delete any terms and conditions of this Agreement (including the Privacy Policy, which is incorporated into and governed by this Agreement) at any time; provided, however, that B AUTHENTIC INC will use reasonable efforts to provide you with notification of any material changes (as determined in B AUTHENTIC INC’s sole discretion) by email, postal mail, website posting, pop-up screen, or in-service notice. You should visit this page whenever you use the Service to review this Agreement and learn if any terms have changed. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must immediately stop using the Service. Your continued use of the Service following any revision to this Agreement constitutes your complete acceptance of any and all such changes.
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2. No Endorsement. All texts, images, articles, photographs, illustrations, audio, graphics, graphs, video clips, and other materials available through the Service (including without limitation material on the Service’s Public Areas (as defined below) and learning center and material created via the Service (the “Content”) are provided for informational and transactional purposes only. Any information provided to you by B AUTHENTIC INC as a result of your participation in the Service is being provided to you solely for your educational and informational benefit. In creating the Content, including without limitation any rankings, B AUTHENTIC INC relies on third-party sources that B AUTHENTIC INC has not vetted. Your reliance on the Service or the Content is at your own risk. B AUTHENTIC INC does not endorse or warranty any educational or music institution or program or any teacher, product, service, opinion, or other information that may be referenced on or through the Service.
3. Access to the Service.
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3.1. Subject to your acceptance of and compliance with this Agreement, B AUTHENTIC INC grants to you a non-exclusive, non-transferable, revocable limited license to use the Service and associated Content for your personal non-commercial use. You agree not to use the Service for any other purpose, or to download, save, copy or distribute the Content that is not owned by or contributed by you except strictly in connection with your proper use of the Service or as specifically allowed in this Agreement.
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3.2. B AUTHENTIC INC may change, modify, suspend, or discontinue in its entirety or any aspect of the Service at any time. B AUTHENTIC INC may also impose limits on certain features or restrict or prohibit your access to parts or all of the Service at any time, all without notice or liability, provided that you will be entitled to a pro rata refund of any amounts attributable to a period when the Services have been discontinued or substantially diminished or limited.
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3.3. You expressly agree that the Content may be viewed and accessed only by end users and not by any other website or web publisher.
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3.4. Your use of the Service is conditioned upon your compliance with this Agreement and any use of the Service in violation of this Agreement will be regarded as may constitute infringement of B AUTHENTIC INC’s copyrights in and to the Service and Content (as applicable). B AUTHENTIC INC reserves the right to terminate your access to the Service without notice if you violate this Agreement or for any reason at B AUTHENTIC INC’s discretion.
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3.5. In certain instances B AUTHENTIC INC or its vendors may require you to provide proof of identity to access or use the Services, and you agree that you may be denied access or use of the Services if you refuse to provide proof of identity.
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3.6. Registration and Subscription. You may become an entry-level member of the Service at no cost. As an entry-level member you will have the ability to participate in some, but not all, of the features and services available within the Service. In order to access certain features and services, you must pay a fee for a higher level of membership. We may change the fees charged at any time.
3.7. Use of the Service by Minors. Individuals under the age of majority in the jurisdiction in which they are located may not use the Service unless their parent or guardian registers them to use the Service. If you register or allow a minor to use the Service, you hereby accept this Agreement on behalf of yourself and such minor, and you agree that you will be responsible for all uses of the Service by the minor, whether or not these uses were authorized by you. If you are a parent or guardian registering a minor to use the Service, you hereby represent and warrant that you are the legal parent or guardian of that minor.
4. Ownership of Intellectual Property.
4.1. Unless otherwise specified in writing, all Content and other materials that are part of the Service are owned, controlled, or licensed by B AUTHENTIC INC and its licensors and are protected by law from unauthorized use. The entire Contents of the Service are copyrighted under the U.S. copyright laws and/or similar laws of other jurisdictions. B AUTHENTIC INC, and the B AUTHENTIC INC logos, are trademarks of B AUTHENTIC INC and may not be used without the express written permission of B AUTHENTIC INC.
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4.2. You do not acquire any ownership rights by using the Service, or by copying or downloading material from the Service. However, you retain ownership of any information or content initially owned by you that you upload or incorporate into the Service.
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​4.3. You agree not to copy, redistribute, publish or otherwise exploit Content, except as expressly permitted herein, without the express prior written permission of B AUTHENTIC INC.
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4.4. You hereby grant to B AUTHENTIC INC a limited, non-exclusive, worldwide, perpetual, irrevocable, royal-free, sublicensable (through multiple tiers), and transferable right and license to use all comments, feedback, blog or forum statements, suggestions, ideas, emails, and other submissions disclosed or submitted to B AUTHENTIC INC in connection with your use of the Service (collectively, “Submissions”) in any manner B AUTHENTIC INC may desire, including, but not limited to, to make, have made, use, sell, offer to sell, import, reproduce, modify, create derivative versions of, distribute, publicly display and publicly perform such Submissions, in any and all forms and media now known or hereafter devised, without compensation to you and without identifying you as the creator. You agree that the provisions in this Section 4 will survive any termination of your account(s), the Service, or this Agreement.
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4.5. "Your Information" is defined as any information or content you provide to B AUTHENTIC INC or other users, or to which you provide B AUTHENTIC INC or other users access, in the registration or transaction process (including without limitation your name, photograph); in any Public Areas (as defined below), as well as your user profile and in-Service messages (including those between users); or through any e-mail or other feature of the Service.
4.6. You hereby grant to B AUTHENTIC INC a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers), and transferable right, license, and permission, in all forms and media, now known or hereafter devised, to exercise all rights you have in Your Information (including without limitation to use, adapt, reproduce, distribute, edit, exhibit, publicly display, publicly perform, and publish your name and photograph) in connection with providing the Service, subject to our Privacy Policy
4.7. You hereby waive any right you may have to inspect or approve the materials that may be used in connection with your name and/or photograph, or the uses made of Your Information in connection with providing the Service. You hereby waive and release any claims you may have against B AUTHENTIC INC for any damages, costs or liabilities you incur from B AUTHENTIC INC’s use of Your Information, including but not limited to damages caused by any distortion, alteration, optical illusion or composite use, whether intentional or otherwise, that may occur in making, processing, duplicating, distributing or displaying Your Information.
4.8. You agree to include, and to not remove or alter, B AUTHENTIC INC’s trademark, copyright or other proprietary rights notices, as provided by B AUTHENTIC INC on or in connection with the Service, when using or sharing content, or otherwise using the Service, and you agree to comply with usage guidelines that may be provided by B AUTHENTIC INC from time to time. You agree that all goodwill that arises in connection with your use of B AUTHENTIC INC trademarks inures exclusively to B AUTHENTIC INC, and you agree not to challenge B AUTHENTIC INC’s ownership or control of any B AUTHENTIC INC trademarks, nor use or adopt any trademarks that might be confusingly similar to such B AUTHENTIC INC trademarks.
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5. Posting on Other Web Sites.
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5.1. Subject to your acceptance of and compliance with this Agreement, B AUTHENTIC INC grants to you a non-exclusive, non-transferable, revocable limited license to post a screen shot from your account, and any other Content that B AUTHENTIC INC specifically notifies you may be posted on other web sites, on your own personal web site or on a third party web site that permits posting of content at the direction of users provided that such third party web site (a) is not commercially competitive to B AUTHENTIC INC, (b) does not criticize or injure B AUTHENTIC INC, (c) does not obtain any rights to such Content other than a non-exclusive license to post it at your direction, (d) does not charge for access to such Content or associate products, services or advertising with such Content, and (e) complies with all applicable laws and does not violate the legal rights of others or publish or distribute any inappropriate, infringing, defamatory, profane, indecent, obscene, unlawful or otherwise objectionable information or material. All of B AUTHENTIC INC’s rights and remedies are expressly reserved, and B AUTHENTIC INC may revoke this limited license, in whole or in part, upon notice.
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6. Public Areas. The Service may feature various community areas and other public forums, including but not limited to blogs or member communities, discussion boards, question and answer areas and comment areas (the "Public Areas"). If you use a Public Area you are solely responsible for your own Submissions, the consequences of posting your Submissions, and your reliance on any information in the Public Areas or other areas of the Service. If you feel threatened or believe that someone else is in danger, you should contact your local law enforcement agency immediately. Any information you share, including without limitation any discussions with others, in any online Public Area is by design open to the public and is not private. The B AUTHENTIC INC Parties (as defined herein) reserve the right, but shall not be obligated, to record any dialogue or exchanges in the Public Areas of the Service. The B AUTHENTIC INC Parties shall have no responsibility for any actions taken, or failures to take action, with respect to the Public Areas of the Service or any submissions by you or other users. As with any public forum on any website, the information you post may show up in third-party search engine results.
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7. Passwords. B AUTHENTIC INC has several tools that allow you to record and store information in your account. You are responsible for all actions on the Service by you or under your password or account and for taking all reasonable steps to ensure that no unauthorized person shall have access to your password or account and you are responsible for all actions taken by individuals who use the Service through your password or account. Without limiting the foregoing, it is your sole responsibility to (1) control the dissemination and use of any login code and password; (2) authorize, monitor, and control access to and use of your Service account and password; (3) promptly inform B AUTHENTIC INC of any need to deactivate a password. You grant B AUTHENTIC INC and all other persons or entities involved in the operation of the Service the right to transmit, monitor, retrieve, store, and use any information recorded and/or stored in your account in connection with the operation of the Service.
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8. Usage Rules. As a condition of your use of and access to the Service, you agree to comply with any application-, tool-, or content-specific rules published within the Service as well as the following usage rules, which B AUTHENTIC INC may modify or supplement in its discretion from time to time (with notice to you of material changes, per Section 1). You agree that you will not, in regard to the Service (as determined by B AUTHENTIC INC in its discretion):
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(a) Copy, adapt, reverse engineer, decompile, reverse assemble, modify or attempt to discover any software (source code or object code) that the Service creates to generate web pages or any software or other products or processes accessible through the Service;
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(b) use or launch, develop or distribute any automated system, including, without limitation, any spider, robot (or "bot"), cheat utility, scraper or offline reader that accesses the Service, or use or launch any unauthorized script or other software;
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(c) distribute any virus, time bomb, trap door, Trojan horse, worm, malware, ransomware or other harmful, malicious or disruptive computer code, mechanism, software, script, agent or program;
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(d) cover or obscure any notice, legend, warning, banner or advertisement contained on the Service;
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(e) interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service;
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(f) sell the Service or any part thereof including but not limited to user accounts and access to them in exchange for real currency or items of value;
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(g) violate any applicable law, including without limitation any applicable export laws;
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(h) harvest or otherwise collect information about others, including email addresses, without their permission for posting or viewing Submissions;
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(i) infringe or violate the rights of any other party, including without limitation any intellectual property rights or rights of privacy or publicity;
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(j) engage in conduct that is obscene, offensive, pornographic, fraudulent, deceptive, defamatory, threatening, harassing, abusive, slanderous, hateful, or causes embarrassment to any other person;
(k) further any chain letters or pyramid schemes, transmit unsolicited messages, or engage in “spam;”
(l) deliberately mislead anyone as to your identity, impersonate another, falsely identify the source of any Submissions, or allow another person or entity to use your identity in order to access the Service or post or view Submissions;
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(m) engage in conduct that conflicts with the spirit or intent of the Service, including without limitation, by disrupting the flow of dialogue in a Public Area (as defined above), restricting any other user from using or enjoying the Service, or exposing B AUTHENTIC INC or another to any liability or detriment of any kind;
(n) use automated queries, including screen and database scraping, spiders, robots, crawlers, information harvesting,, and any other automated activity with the purpose of obtaining Content, information or data from the Service, unless you receive the express written permission of B AUTHENTIC INC; or
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(o) violate the terms of service of Facebook, Twitter or other channel by which you access the Service.
9. Privacy and Protection of Personal Information. B AUTHENTIC INC respects the privacy of visitors to and users of the Service. Information collected from you and any individual you register to use the Service by B AUTHENTIC INC is subject to the B AUTHENTIC INC Privacy Policy. By using the Service, you may be granting Facebook permission to share your e-mail address and any other personally identifiable information with B AUTHENTIC INC. Please see the B AUTHENTIC INC Privacy Policy [HGZ1] for more information on the collection and use of your information. You acknowledge and agree that the B AUTHENTIC INC Privacy Policy, including, but not limited to, the manner in which B AUTHENTIC INC collects, uses and discloses your personally identifiable information and non-personally identifiable information, is incorporated into and governed by this Agreement. By accepting this Agreement, you agree to all of the terms of the B AUTHENTIC INC Privacy Policy. You further agree to comply with all applicable laws with respect to all information you may receive from B AUTHENTIC INC.
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10. Child Online Protection Act Notification. Pursuant to 47 U.S.C. § 230(d) as amended, B AUTHENTIC INC hereby notifies you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying providers of such protection is available on the websites StaySafeOnline (http://staysafeonline.org/stay-safe-online/), GetNetWise (http://kids.getnetwise.org/), and OnGuardOnline (http://www.onguardonline.com/). Please note that B AUTHENTIC INC is not affiliated with the above listed sites, nor is the above intended as an endorsement of any of the products or services listed on such sites.
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11. Disclaimers; Limitations; Waivers of Liability.
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11.1. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT THIS DISCLAIMER IS PROHIBITED UNDER APPLICABLE LAWS, AND WITH ANY LEGALLY REQUIRED WARRANTY PERIOD LIMITED TO THE SHORTER OF 30 DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NEITHER B AUTHENTIC INC NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, "B AUTHENTIC INC PARTIES") WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, UNCORRUPTED, TIMELY, OR ERROR-FREE.
11.2. THE B AUTHENTIC INC PARTIES FURTHER MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE OR THE CONTENT WILL BE ACCURATE, RELIABLE, COMPLETE, CURRENT, OR TIMELY. THE SERVICE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. B AUTHENTIC INC IS NOT RESPONSIBLE FOR TECHNICAL MALFUNCTIONS OR OTHER PROBLEMS OF TELEPHONE NETWORKS OR SERVICES, COMPUTER SYSTEMS, MOBILE PHONE EQUIPMENT, SOFTWARE, OR EMAIL, INCLUDING TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY SITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO A USER'S OR TO ANY OTHER PERSON'S COMPUTER, MOBILE PHONE, OR OTHER HARDWARE OR SOFTWARE, RELATED TO OR RESULTING FROM USING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WEB AND/OR IN CONNECTION WITH THE SERVICES.
11.3. THE B AUTHENTIC INC PARTIES DO NOT ENDORSE OR WARRANT ANY EDUCATIONAL INSTITUTION OR PROGRAM OR ANY TEACHER, PRODUCT, SERVICE, OPINION, OR OTHER INFORMATION THAT MAY BE REFERENCED ON OR THROUGH THE SERVICE. THE SERVICE HEREUNDER IS DESIGNED FOR INFORMATIONAL AND TRANSACTIONAL PURPOSES ONLY. THE B AUTHENTIC INC PARTIES HAVE NO RESPONSIBILITY FOR OR INVOLVEMENT WITH ANY STUDENT-INSTITUTION OR STUDENT-TEACHER RELATIONSHIP THAT EXISTS OR COMES TO EXIST BETWEEN A USER OF THE SERVICE AND ANY EDUCATIONAL INSTITUTION THROUGH THE SERVICE.
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11.4. THE B AUTHENTIC INC PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, THE USE OR MISUSE OF SUBMISSIONS OR CONTENT IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT THE B AUTHENTIC INC PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THE FOREGOING EXCLUSION OF LIABILITY IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, AND A DETERMINATION IS MADE THAT B AUTHENTIC INC IS LIABLE, UNDER NO CIRCUMSTANCES WILL THE B AUTHENTIC INC PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID B AUTHENTIC INC IN THE 90 DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT THE CLAIM.
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11.5. TO THE FULLEST EXTENT PERMITTED BY LAW, THESE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE).
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Release. You forever release, discharge, and covenant not to sue the B AUTHENTIC INC Parties from any and all liability, claims, actions, and expenses that may arise, whether caused by the negligence of the B AUTHENTIC INC Parties or otherwise, in connection with your use of the Service or your interaction with any party through or as a result of the Service. In other words, you cannot sue the B AUTHENTIC INC Parties if anything happens to you or your property from using the Service or interacting with any party through the Service. You agree that the provisions in this Section 11 will survive any termination of your account(s), the Service, or this Agreement.
12. Indemnification. You agree to defend, indemnify and hold harmless the B AUTHENTIC INC Parties from and against all liability, claims, actions and expenses, including attorneys' fees and costs, arising out of your use of the Service or your breach or alleged breach of any term, condition, obligation, representation or warranty in this Agreement. You agree that the provisions in this paragraph will survive any termination of your account(s) the Service, or this Agreement.
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13. Copyright Policy; Objectionable Content: If you believe your rights have been violated by, or you otherwise object to, any posting, content or information on the Service, please contact us promptly so we can evaluate the claim and take appropriate action. If your complaint includes a claim of copyright infringement, the following policy will apply:
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It is B AUTHENTIC INC’s policy to respond promptly to claims of copyright infringement, and to remove, or disable access to, infringing material. If you believe that any of the content or materials appearing on this Service contain infringements, please send a notice to our designated agent at the address stated below. Your notice should contain the following: a physical or electronic signature of a person (i.e., claimant) authorized to act on behalf of the copyright owner; identification of the copyrighted work claimed to be infringed; identification of the content or material claimed to be infringing; a reference or link to the infringing material or activity, or the subject of the infringing activity, including information to enable us to locate that material or reference; the address, telephone number or email address of the claimant; a statement that the claimant 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 notice is accurate and, under penalty of perjury, that the claimant is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. B AUTHENTIC INC will also terminate a user's account if a user is deemed to be a repeat infringer, namely, one who has been notified of bona fide infringing activity more than twice. Our designated agent, to whom you should direct your infringement claim (or other complaints), is:
Attention: Erin Hatzikostas
b Authentic Inc, LLC
52 Williamsburg Rd.
Marlborough, CT 06447
Telephone Number: (860) 508-7267
E-mail: hello@bauthenticinc.com
14. Third Party Sites and Products. We may include links to third-party sites or services, or information about third-party products or services, which are typically subject to service terms and policies that differ from ours. Therefore, you should review the terms of use and privacy policies of all sites and services you link to from or are referred to by our Service. We do not endorse or take responsibility for these third party offerings, nor do we vet or take responsibility for third-party sites, services or products or for the postings or communications of other users.
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15. Governing Law/Waiver of Injunctive Relief.
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15.1. This Agreement and all aspects of the Service will be governed by and construed in accordance with the internal laws of the U.S. and the Commonwealth of Massachusetts governing contracts entered into and to be fully performed in Massachusetts (thus, without regard to conflict of laws provisions) regardless of your location. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state or federal courts located in Boston, Massachusetts, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in Boston, Massachusetts.
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15.2. You acknowledge that the rights granted and obligations made hereunder to B AUTHENTIC INC are of a unique and irreplaceable nature, the loss of which will irreparably harm B AUTHENTIC INC and which cannot be replaced by monetary damages alone, so that B AUTHENTIC INC will be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).
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15.3. To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement ("Dispute"), you and B AUTHENTIC INC agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to B AUTHENTIC INC, 52 Williamsburg Rd, Marlborough, CT 06447.
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15.4. Mandatory Arbitration. If you and B AUTHENTIC INC are unable to resolve a Dispute through informal negotiations within 30 days, either you or B AUTHENTIC INC may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Streamlined Arbitration Rules and Procedures (the “Rules”) of JAMS, which is available at the JAMS website www.jamsadr.com. The determination of whether a Dispute is subject to arbitration will be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation will be governed by the Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.
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15.5. Notwithstanding the above, you and B AUTHENTIC INC agree that arbitration will be limited to the Dispute between B AUTHENTIC INC and you individually. To the full extent permitted by law, (a) no arbitration will be joined with any other; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
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15.6. You and B AUTHENTIC INC agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or B AUTHENTIC INC’s intellectual property rights; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for injunctive relief or to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
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16. Waiver/Severability.
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16.1. The failure of B AUTHENTIC INC to require or enforce strict performance by you of any provision of this Agreement or to exercise any right under any provision of this Agreement will not be construed as a waiver or relinquishment of B AUTHENTIC INC’s right to assert or rely upon any such provision or right in that or any other instance.
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16.2. You and B AUTHENTIC INC agree that if any portion of this Agreement, except any portion of Section 15.6, is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of this Agreement, which will continue to be in full force and effect. If Section 15.6 is found to be illegal or unenforceable then neither you nor B AUTHENTIC INC will elect to arbitrate any Dispute falling within that portion of Section 15.6.4 found to be illegal or unenforceable and such Dispute will be decided by a court of competent jurisdiction within Boston, Massachusetts, and you and B AUTHENTIC INC agree to submit to the personal jurisdiction of that court.
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17. Term and Termination. This Agreement will remain in effect as long as your account is up-to-date and you remain in compliance with the terms hereof, unless it has been voluntarily suspended or terminated by you or B AUTHENTIC INC. You may terminate this Agreement by destroying all Service-related materials obtained from the Service, B AUTHENTIC INC or any other web site or source. The privileges granted to you under this Agreement will terminate immediately and automatically without notice from B AUTHENTIC INC if, in our sole discretion, you fail to comply with any term or provision of this Agreement or for any reason in B AUTHENTIC INC’s sole discretion. Following the termination of this Agreement, your account(s), or the Service, B AUTHENTIC INC shall retain all rights to the Submissions pursuant to this Agreement. Unless terminated by B AUTHENTIC INC for breach or other good cause, you will be entitled to a pro rata refund of any amounts paid by you for periods following termination.
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18. Miscellaneous. B AUTHENTIC INC operates and controls the Service from its offices in the United States. B AUTHENTIC INC makes no representation that the Service is appropriate, lawful or available in other locations. The information provided on the Service 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 B AUTHENTIC INC to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. Neither the course of conduct between the parties nor trade practice will act to modify this Agreement. B AUTHENTIC INC may assign this Agreement to any party at any time without any notice to you. You may not assign this Agreement without B AUTHENTIC INC’s prior written consent. This Agreement (including the B AUTHENTIC INC Privacy Policy) contains the entire understanding of you and B AUTHENTIC INC’s, and supersedes all prior understandings between the parties concerning its subject matter, and cannot be changed or modified by you. The section headings used in this Agreement are for convenience only and will not be given any legal import. Upon B AUTHENTIC INC’s request, you will furnish B AUTHENTIC INC with any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against B AUTHENTIC INC by virtue of having drafted it. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.
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19. Statute of Limitations. You and B AUTHENTIC INC both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement (including the Privacy Policy) must be filed within ONE (1) YEAR after such claim or cause of action arose (or, if longer, within the shortest statute of limitations for such claim which the parties may establish by agreement) or the claim will be forever barred.
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20. Questions? If you have any questions about this Agreement, its terms, your account or your rights hereunder, or if you have any complaints or claims, please contact: B AUTHENTIC INC at hello@bauthenticinc.com or 52 Williamsburg Rd, Marlborough, CT 06447.
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21. Payment. You understand that use of the Services may result in payments by you for the services you receive (“Charges”). After you have received the full service obtained through your use of the Service and Applications, B AUTHENTIC INC will process payment of the applicable Charges, using the preferred payment method designated in your Account, and will send you a receipt by email.
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Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by B AUTHENTIC INC. Any request for lower Charges or disagreement with the Charges should be addressed to B AUTHENTIC INC by contacting hello@bauthenticinc.com.
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We reserve the right to establish, remove and/or revise Charges for any or all aspects of the Services at any time in our sole discretion, by posting or otherwise delivering notice to you. Any use of the Services after a notice of new or revised Charges has been posted on the Site or delivered to you will be deemed your acceptance of these new or revised Charges.
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B AUTHENTIC INC may from time to time provide certain users with promotional offers and discounts that may result in different Charges for the same or similar Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you.
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