Welcome to PLACEHOLDER, Inc. and/or its affiliates (“PLACEHOLDER”) who supply website functionalities and access to third-party products and services when you visit or shop at [WEBSITE_URL_1], [WEBSITE_URL_2] or utilize PLACEHOLDER products or services, engage with our mobile applications, or use any software furnished by PLACEHOLDER in connection with any of the foregoing (collectively, “PLACEHOLDER Services”). PLACEHOLDER offers these services subject to the conditions set forth below.
We provide a variety of services to suit your requirements. Users visit PLACEHOLDER to both publish and acquire content. Most of these Terms and Conditions apply to both individual users and providers. In certain situations, the responsibilities of those purchasing content and those offering it may differ. Should any conflict arise between these Terms and specific Service Terms, the latter shall prevail.
IMPORTANT – PLEASE READ AND COMPREHEND THESE TERMS AND CONDITIONS OF USE & SALE (THE “TERMS”) CAREFULLY BEFORE ACCESSING, USING, SUBSCRIBING, OR PLACING AN ORDER OVER [WEBSITE_URL_1], [WEBSITE_URL_2] OR ANY OTHER ONLINE RESOURCE THAT LINKS TO THESE TERMS.
THESE TERMS INCLUDE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY, AS WELL AS ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT REMOVE YOUR RIGHT TO A COURT HEARING, A JURY TRIAL, AND TO PARTICIPATE IN A CLASS ACTION (SEE SECTIONS 10, 14, 15, AND 16). ARBITRATION IS MANDATORY AND SERVES AS THE SOLE REMEDY FOR ALL DISPUTES UNLESS OTHERWISE SPECIFIED IN SECTION 16. THESE TERMS FORM THE ESSENTIAL BASIS OF OUR AGREEMENT.
The use of [WEBSITE_URL_1], [WEBSITE_URL_2], or other online resources linked to these Terms (each, a “Website”), which are owned and managed by PLACEHOLDER Inc. (“PLACEHOLDER,” “we,” “our,” “us”), is governed by these Terms. We provide the Website—including all data, tools, and services available—to you, the user, on the condition that you accept every term and condition outlined herein. By accessing, using, subscribing, or placing an order via the Website, you and your business (including any sub-users) agree to abide by these terms and conditions. If you disagree with these Terms in their entirety, you are not permitted to use the Website in any capacity.
THIS IS A BINDING CONTRACT. THESE TERMS, ALONG WITH OUR PRIVACY STATEMENT, CONSTITUTE A LEGALLY BINDING AGREEMENT (THE “AGREEMENT”) BETWEEN YOU AND YOUR BUSINESS (“YOU”) AND PLACEHOLDER. THIS AGREEMENT CONTROLS YOUR ACCESS TO AND USE OF THE WEBSITE AND THE SERVICES OFFERED BY PLACEHOLDER, ANY ORDER YOU MAKE VIA THE WEBSITE, BY TELEPHONE, OR ANY OTHER ACCEPTED PURCHASE METHOD, AND, WHERE APPLICABLE, YOUR USE OR ATTEMPTED USE OF THE PRODUCTS OR SERVICES OFFERED OR ACCESSIBLE THROUGH THE WEBSITE. PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.
PLACEHOLDER reserves the right to update and modify these Terms and all incorporated documents by posting updates and/or revisions on our Website from time to time. It is your responsibility to review this page periodically for any changes. Your use of the Website following such changes constitutes acceptance of the modifications. Any new features or tools added to the current Website shall also be subject to these Terms.
Website Use
Website User Conduct and Restrictions – License Terms
Our Privacy Statement and Your Personal Information
Information You Provide; Registration; Passwords; Prohibition Against Hosting Third-Party Agency Accounts
Order Placement and Acceptance
Refunds
Subscription Terms and Automatic Payment
Shipping Fees
Products, Services, and Prices Available on the Website
Disclaimer – Your Individual Results Will VaryYour Responsibilities in Running a Business
Testimonials, Reviews, and Pictures/Videos
Compliance with the Law, Including Commitment Against Harassment and Interference with Others
Disclaimers of Other Warranties
Limitations of Liability
Dispute Resolution by Mandatory Binding Arbitration and Class Action Waiver
PLACEHOLDER’s Additional Remedies
Indemnification
Notice and Takedown Procedures; Copyright Agents
Third-Party Links
Termination
No Waiver
Governing Law and Venue
Force Majeure
Assignment
Electronic Signature
Changes to the Agreement
Your Additional Representations and Warranties
Severability
Entire Agreement
Contacting Us
The Website is designed for businesses operated by adults. By using the Website, you confirm that you are at least 18 years old or of the legal age of majority in your jurisdiction (whichever is greater), that you operate a business, possess the legal capacity to enter into a binding contract with us, and have read, understood, and agreed to this Agreement.
Every element of our Website is safeguarded by U.S. and international copyright, trademark, and other intellectual property laws. This protection covers all content, data, design elements, textual materials, logos, taglines, metatags, hashtags, photographic images, testimonials, personal accounts, icons, video and audio clips, and downloadable content. No content on the Website may be copied, reproduced, distributed, republished, uploaded, displayed, posted, or transmitted in any manner whatsoever. The trademark and logo of PLACEHOLDER are proprietary and their usage is strictly forbidden. Nothing in these Terms grants you permission to use, copy, register as a domain name, reproduce, or otherwise display any logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information owned by PLACEHOLDER.
Subject to your strict adherence to all these Terms, PLACEHOLDER grants you a revocable, limited, non-exclusive, royalty-free, non-sublicensable, and non-transferable license to use the Website. You acknowledge that you do not acquire any ownership rights in any intellectual property protected content.
If you purchase a subscription to PLACEHOLDER’s online materials, we provide you a revocable, limited, non-exclusive, non-sublicensable, and non-transferable license to utilize the software. You acknowledge and agree that: (1) the software is copyrighted material under U.S. and international law and is solely owned by PLACEHOLDER; (2) no ownership rights are transferred to you; (3) you may not modify, publish, transmit, resell, or create derivative works from the software’s content; (4) except as explicitly permitted by copyright law, you may not copy, redistribute, publish, display, or commercially exploit any portion of the software without express written permission from PLACEHOLDER; and (5) in any instance of permitted copying (for example, from the Website to your computer system), no alterations to or removal of author attributions, trademarks, legends, or copyright notices shall be made.
You agree not to utilize or attempt to utilize the Website, or any software provided by PLACEHOLDER, either individually or in combination with other software or hardware, in any unlawful or harmful manner toward PLACEHOLDER. Furthermore, you agree not to commit any harmful or unlawful act or attempt such acts via the Website or any software/hardware, including but not limited to:
HARMFUL ACTS. Engaging in any dishonest or unethical practice; violating any law; damaging PLACEHOLDER’s reputation; conducting hacking or other digital/physical attacks on the Website; scraping, crawling, downloading, screen capturing, or otherwise copying content from the Website without our explicit permission; introducing, transmitting, or storing viruses or other malicious code; interfering with the security or operation of the Website; framing or mirroring the Website; collecting competitive intelligence for rival offerings; infringing on another’s intellectual property rights (including failure to obtain permission for uploading, transferring, or displaying works); intercepting or misappropriating data; or infringing on the rights of PLACEHOLDER or any third party.“SPAMMING” AND UNSOLICITED COMMUNICATIONS. We have a zero-tolerance policy regarding spam and unsolicited communications. Any communications sent or authorized by you that are reasonably considered “spam” or other unsolicited solicitations (including but not limited to posts on social media or third-party blogs) will be regarded as a significant threat to PLACEHOLDER’s reputation and the rights of third parties. It is solely your responsibility to ensure that all business communications comply with applicable anti-spam or similar laws.OFFENSIVE COMMUNICATIONS. Any communication sent, posted, or authorized by you—including posts on any website you operate, social media, or blogs—that is sexually explicit, obscene, vulgar, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; or that solicits unlawful behavior is prohibited.SENSITIVE INFORMATION. You must not import or incorporate into any contact lists or other data you upload to any website, software, or other electronic service hosted, provided by, or connected with PLACEHOLDER, any of the following: social security numbers, national insurance numbers, credit card information, passwords, security credentials, bank account details, or any sensitive personal, health, or financial data.
SECTION 3 – Our Privacy Statement and Your Personal Information
We respect your privacy and the protection of your non-public, personal data. Your submission of personal information via the Website is regulated by our Privacy Statement and, if applicable, by data protection regulations for users located in the European Union or United Kingdom. Our Privacy Statement is available for review [HERE]. PLACEHOLDER reserves the right to amend its Privacy Statement and Data Protection Addendum at its sole discretion from time to time. The Privacy Statement is hereby incorporated into this Agreement by reference.
SECTION 4 – Information You Provide; Registration; Passwords
As a user of PLACEHOLDER, you are required to create an account. You affirm that the information you provide is truthful and accurate, and that you are not impersonating anyone else. You are responsible for maintaining the confidentiality of your password and agree not to share, transfer, or lend your username or account access to any third party. You bear full responsibility for all transactions and information shared with you as a PLACEHOLDER user, including technical data, pricing, business strategy, and details about other current or former PLACEHOLDER users or their customers.
SECTION 5 – Order Placement and Acceptance
If you order a service or product, payment must be received by us before your order is confirmed. We may ask for additional details if any required information is missing or incorrect, and may cancel or limit an order at any time after it has been placed. Your electronic order confirmation, or any other form of confirmation, does not constitute acceptance of your order. You must contact us immediately at [EMAIL_SUPPORT] to modify or cancel a pending order. We cannot guarantee that we will be able to adjust your order per your instructions.
All items are subject to availability. We will notify you if any item is unavailable, indicate an expected availability date, and may propose an alternative product or service. If a product or service is delayed and you choose not to accept a substitute, we will cancel your order upon request and, if previously charged, fully refund the payment for that order. We reserve the right to limit the sale of our products and services to any person, geographic region, or jurisdiction at our sole discretion.
Your purchase of products or services is contingent upon your reaffirmation of acceptance of this Agreement.
All advertised prices are in U.S. Dollars, and all payments must be made in U.S. Dollars.
SECTION 6 – Refunds
For webinar and online purchases, PLACEHOLDER provides a 30-day money back guarantee. If you are dissatisfied with the service, you may request a refund within thirty days. If you are on a subscription plan and decide to cancel, once the cancellation request is submitted, you will not be charged further on a monthly basis, and your access will continue until the end of the current subscription period.
All other purchases, including consulting services, may be canceled without penalty within seven (7) days from the date of purchase. Please contact [EMAIL_SUPPORT] to cancel your payment. All refunds will be credited solely to the original account used for the purchase.
SECTION 7 – Subscription Terms and Automatic Payments
A PLACEHOLDER user is obligated to pay all amounts due in connection with their monthly subscription per these Terms. The initial fee is due when your account is established, and monthly payment is required for access, or after any free trial period ends if you have not canceled the automatic subscription. Each calendar month, your account will be billed the subscription fee plus applicable taxes for the upcoming month’s subscription, along with any other fees or accrued charges from the previous period (collectively “Fees”).
Failure to utilize any of the services provided by PLACEHOLDER does not relieve you of your payment obligations under these Terms. Payment can be made via credit or debit card. Your payment information is collected through our secure financial data mechanism. You acknowledge that we retain transactional data, including the last four digits and expiration date of the card used, and details regarding the payment due dates.
You further acknowledge that payments recur according to the specific service’s payment schedule (unless the subscription is canceled per these Terms) and thereby authorize automatic payment collection for that service (e.g., on a monthly basis for a predetermined amount).
IF YOU WISH TO CANCEL YOUR PLACEHOLDER SUBSCRIPTION (INCLUDING SUBSCRIPTIONS FOR SERVICES) AT ANY TIME AFTER THE FREE TRIAL OR DISCOUNT PERIOD ENDS, YOU MUST SUBMIT A CANCELLATION REQUEST VIA OUR SUPPORT EMAIL AT [EMAIL_SUPPORT] OR THROUGH YOUR ACCOUNT DASHBOARD, AS DETAILED HERE. FOR MONTHLY SUBSCRIPTIONS, WE REQUIRE AT LEAST TEN (10) DAYS’ NOTICE OF CANCELLATION BY EMAIL. NOTICE PROVIDED LESS THAN TEN (10) DAYS PRIOR TO THE BEGINNING OF THE NEXT SUBSCRIPTION MONTH MAY NOT BE ACCEPTED.
PLACEHOLDER reserves the right to immediately terminate a user’s account and/or service for any unpaid subscription period (in whole or in part), with or without notice. Termination does not relieve you of the obligation to pay any outstanding charges. In the event PLACEHOLDER initiates collection proceedings, you will be responsible for all associated collection costs, including legal fees, as specified in Section 18. In addition to any Fees, applicable taxes may also be charged.
SECTION 8 – Shipping Fees
Unless otherwise stated on the Website at the time of purchase, if we ship a physical product to you, we reserve the right to add applicable shipping and handling charges to your order. We will use commercially reasonable efforts to fulfill your order within a reasonable time after receiving your properly completed and verified order. You must provide accurate shipping addresses and contact numbers. Although we may offer delivery or shipment timeframes, such estimates are provided in good faith and are subject to change. If your order is delayed, we will contact you via the email address provided with your order. If we cannot reach you or you prefer to cancel your order, we will cancel the order and refund the full amount charged. We assume no liability for any loss, damage, cost, or expense arising from delays in shipment or delivery caused by a third-party carrier or delivery service not under our control. The risk of loss and title for such items transfers to you upon our delivery to a third-party carrier.
SECTION 9 – Products, Services, and Prices
Products, services, and prices are typically displayed at [WEBSITE_URL_1] and are subject to change. PLACEHOLDER reserves the right, without prior notice, to discontinue products or services or to modify product specifications and prices without incurring any obligation to you. Except as otherwise expressly stated in these Terms, any price adjustments to your subscription or purchase will take effect following email notification.
Price changes become effective on the first day of the month after being posted. By accessing, using, subscribing, or placing an order via the Website, you authorize PLACEHOLDER to charge your account for the indicated amount for the selected services, including any future price modifications. If you request a service downgrade, the corresponding price reduction will take effect on the first day of the following month. By continuing to use PLACEHOLDER services—and unless you terminate your subscription—you agree that PLACEHOLDER may charge your credit card monthly for the selected products and services, and you consent to any price changes after email notice is provided.
PLACEHOLDER takes reasonable measures to ensure that the prices listed on the Website are correct and that the items available are accurately described and displayed. Should the actual price be higher than the stated price, we will, at our discretion, either contact you for further instructions or cancel your order and notify you of the cancellation.
When ordering products or services, please note that PLACEHOLDER does not warrant that the descriptions provided are accurate, complete, current, or error-free, or that the packaging will match the actual product received. All sales are final unless otherwise provided.
SECTION 10 – Disclaimer – Your Individual Results Will Vary
Each online business is unique, employing diverse strategies, organizational structures, and offering distinct products and services. Therefore, individual outcomes will vary from one user to another. YOUR BUSINESS’ INDIVIDUAL RESULTS WILL DEPEND ON A VARIETY OF FACTORS UNIQUE TO YOUR BUSINESS, INCLUDING BUT NOT LIMITED TO YOUR CONTENT, BUSINESS MODEL, AND PRODUCT OR SERVICE OFFERINGS.
PLACEHOLDER does not promise, guarantee, or warrant the success, income, or sales of your business. You understand that PLACEHOLDER will not provide sales leads or referrals to you or your business. Customers who purchase our products or services gain access to our training and courses. However, we do not guarantee your business’s success; the software and tools we provide may or may not suit your specific business needs due to market factors beyond our control.
Furthermore, we do not make any claims regarding earnings, return on investment, or that our software, tools, or other offerings will yield any specific financial results, and it is possible that you might not recoup your investment. We do not sell a business opportunity, “get rich quick” program, guaranteed system, franchise system, or a business-in-a-box. You should not purchase our products or services expecting such outcomes.
Instead, purchase with the understanding that utilizing the information and training provided will require time and effort and may be applicable in some cases but not in others. Additionally, we do not offer any tax, accounting, financial, or legal advice. Please consult your accountant, attorney, or financial advisor for guidance on these matters.
SECTION 11 – Your Responsibilities in Running Your Business
You represent and warrant that your business is in good standing and that there are no current or pending governmental investigations or prosecutions against you or your business. You further agree that you and your business will only use PLACEHOLDER’s products and services for lawful purposes, and you will not use such products or services—alone or in conjunction with other software, hardware, or services—for any unlawful or harmful purpose.
You are solely responsible for complying with all applicable laws and regulations governing your business operations, including but not limited to laws regulating advertising and marketing claims, subscriptions, refunds, premium offers, tax obligations, and any other relevant laws.
You agree to notify PLACEHOLDER if any investigation or lawsuit is initiated or threatened against you, at which point PLACEHOLDER may terminate this Agreement without incurring liability. PLACEHOLDER shall not be liable for any legal violations on your part.
You are exclusively responsible for collecting and reporting all sales and use taxes, as well as any other applicable taxes arising from the sale of your products or services. PLACEHOLDER is not responsible for the collection or reporting of any taxes that may apply to your business.
You agree to indemnify PLACEHOLDER as described below if your business violates any law and a claim is brought against PLACEHOLDER as a result.
SECTION 12 – Testimonials, Reviews, and Pictures/Videos
PLACEHOLDER welcomes feedback from users and customers and values your comments regarding our products and services. We may use testimonials and/or product reviews, in whole or in part, along with the name, city, and state of the person submitting them. Such testimonials may be utilized in any form of media—print or online—at our sole discretion. Testimonials represent the unique experience of those submitting them and do not necessarily reflect your potential experience using our services or products. As noted in Section 10, individual results may vary based on factors beyond our control. Please note that any testimonials, photographs, or other materials you provide are considered non-confidential and nonproprietary, and by submitting them, you grant PLACEHOLDER a royalty-free, worldwide, perpetual, nonexclusive, and irrevocable license to use such materials.
In addition, PLACEHOLDER reserves the right to correct grammatical or typographical errors, to shorten testimonials prior to publication, and to review all submissions before use. We are under no obligation to utilize any testimonial or product review, in whole or in part.
You may post reviews, comments, photos, videos, and other content; send e-cards and communications; and submit suggestions, ideas, comments, questions, or other information, provided that such content is not illegal, obscene, threatening, defamatory, invasive of privacy, or infringing on intellectual property rights (including publicity rights), or otherwise harmful or objectionable, and does not contain software viruses, political campaigning, commercial solicitations, chain letters, mass mailings, or any form of “spam” or unsolicited commercial electronic messages. You must not use a false email address, impersonate any individual or entity, or misrepresent the origin of any content. PLACEHOLDER reserves the right (but not the obligation) to remove or edit such content and does not regularly monitor posted content.
By posting content or submitting materials—and unless otherwise indicated—you grant PLACEHOLDER a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display such content worldwide in any media. You also authorize PLACEHOLDER and its sublicensees to use your submitted name in connection with such content if they choose. You represent and warrant that you own or control all rights to the content you post, that the content is accurate, and that its use does not violate this policy or harm any party. You agree to indemnify PLACEHOLDER for any claims arising from content you provide. PLACEHOLDER reserves the right, but is not obligated, to monitor and edit or remove any content. PLACEHOLDER assumes no responsibility or liability for content posted by you or any third party.
SECTION 13 – Compliance with the Laws, Including Commitment Against Harassment and Interference with Others (“Targeting”)
As a user of PLACEHOLDER, you must comply with all applicable laws, both domestic and international, including but not limited to laws prohibiting deceptive and misleading advertising, email marketing regulations (such as the federal CAN-SPAM Act), telemarketing laws (including the federal Telephone Consumer Protection Act and the Federal Trade Commission’s Telemarketing Sales Rule), laws governing testimonials (including the FTC’s Revised Endorsements and Testimonials Guides), as well as any other laws related to intellectual property, privacy, security, terrorism, corruption, child protection, or import/export. It is your sole responsibility to ensure that you and all users of your account comply with such laws at all times.
If you utilize any messaging software or other messaging systems provided by you or a third party, you agree to adhere to all applicable laws regarding the sending of messages, including without limitation the federal Telephone Consumer Protection Act. You also agree to indemnify and defend PLACEHOLDER from any claims, damages, losses, or lawsuits arising from your violation of any law or infringement of third-party rights through the use or misuse of any messaging software or hardware, whether provided by PLACEHOLDER or not. You acknowledge that PLACEHOLDER has no control over—and cannot be held responsible for—the functionality or failures of any third-party software, including but not limited to major social media platforms or internet browser notifications. PLACEHOLDER DOES NOT WARRANT THAT ANY MESSAGING SOFTWARE WILL BE COMPATIBLE WITH ANY THIRD-PARTY SOFTWARE. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF ANY MESSAGING SOFTWARE AND/OR HARDWARE.
COMMITMENT AGAINST TARGETING, HARASSMENT, AND INTERFERENCE WITH OTHERS.
You must not use our services—whether individually or in conjunction with other software or hardware—to: (i) store, distribute, or transmit any malware or other content that you know or have reasonable grounds to believe is tortious, libelous, offensive, infringing, harassing, harmful, disruptive, or abusive; or (ii) engage in, promote, assist, or support any behavior that you know or reasonably believe is tortious, libelous, offensive, infringing, harassing, harmful, disruptive, or abusive.
SECTION 14 – Disclaimers of Other Warranties
EXCEPT WHERE PROHIBITED OR INAPPLICABLE:
THE WEBSITE AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO, AND HEREBY EXPRESSLY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF ANY INFORMATION ON THIS WEBSITE. WE DO NOT REPRESENT OR WARRANT, AND EXPRESSLY DISCLAIM, THAT: (A) THE USE OF THE WEBSITE OR ANY SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR OPERATE IN CONJUNCTION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (B) THE WEBSITE, SOFTWARE, OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, SOFTWARE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED VIA THE WEBSITE WILL SATISFY YOUR EXPECTATIONS; (E) ERRORS OR DEFECTS ON THE WEBSITE WILL BE CORRECTED; OR (F) THE WEBSITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
SECTION 15 – Limitations of Liability
EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, NEITHER PLACEHOLDER NOR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, TELECOMMUNICATIONS PROVIDERS, OR AGENTS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES, FEES, COSTS, OR CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, THE PRIVACY STATEMENT, THE SERVICES OR PRODUCTS, OR YOUR OR A THIRD PARTY’S USE OR ATTEMPTED USE OF THE WEBSITE OR ANY SOFTWARE, SERVICE, OR PRODUCT, REGARDLESS OF WHETHER PLACEHOLDER WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, PROFITS, DATA, GOODWILL, THE COST TO PROCURE SUBSTITUTE SERVICES OR PRODUCTS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES, REGARDLESS OF THE CAUSE OR THEORY OF LIABILITY, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE.
SECTION 16 – Dispute Resolution by Mandatory Binding Arbitration and Class Action Waiver
PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR RIGHTS. EXCEPT WHERE FORBIDDEN BY LAW, YOU AND YOUR BUSINESS AGREE THAT ANY FUTURE CLAIM MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION. YOU ACKNOWLEDGE THAT YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY. THE RIGHTS YOU WOULD HAVE HAD IN COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE SIGNIFICANTLY LIMITED OR NON-EXISTENT. YOU AGREE THAT YOU MAY ONLY BRING A CLAIM IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION. YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY REPRESENTATIVE OR CLASS PROCEEDING.
THERE IS NO JUDGE OR JURY IN ARBITRATION, AND THE COURT REVIEW OF ANY ARBITRATION AWARD IS LIMITED. HOWEVER, THE ARBITRATOR MAY AWARD THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE, DECLARATORY, OR STATUTORY DAMAGES) ON AN INDIVIDUAL BASIS, AND MUST ADHERE TO THESE TERMS AS A COURT WOULD.
If you have any complaint, dispute, or controversy, you agree to first contact us at [EMAIL_SUPPORT] to attempt an informal resolution. Should any controversy or claim arising from your use of the Website, any product, service, or software, these Terms, the Privacy Statement, any affiliate agreement, or your relationship with us remain unresolved after 120 days, such dispute shall be resolved by binding, confidential arbitration administered by the American Arbitration Association (“AAA”), and judgment on the award may be entered in any court with proper jurisdiction. We further agree that any claim we may have against you or your business will also be subject to this arbitration provision, except as provided in Sections 20 and 21. The arbitration will be conducted by a single neutral arbitrator in the English language in [JURISDICTION_PLACEHOLDER], unless both parties agree to conduct it via telephone or written submissions. The arbitrator will be chosen by mutual agreement or, failing that, in accordance with the AAA Rules. The arbitration will follow the AAA’s Commercial Arbitration Rules and Procedures in effect at the time a demand for arbitration is submitted. The AAA’s rules can be viewed at
or by calling 1-800-778-7879. The arbitrator has exclusive authority to resolve any dispute regarding the interpretation, construction, validity, applicability, or enforceability of these Terms, the Privacy Statement, this arbitration provision, and any other terms incorporated by reference herein, including determining whether any dispute is subject to arbitration, and whether this arbitration agreement can be enforced against a non-signatory or by a non-signatory.
Payment of all filing, administrative, and arbitrator fees shall be governed by the AAA’s rules. In all other respects, each party shall bear its own fees, costs, and expenses, including attorneys’ fees, expert fees, document fees, and witness expenses.
The arbitrator shall apply the substantive law of the State of Maryland without regard to its conflict of laws provisions. Any award rendered will include a confidential written opinion and be final, subject to appeal under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended. Judgment on the award may be entered in any court of competent jurisdiction.
You and PLACEHOLDER agree that disputes will be arbitrated on an individual basis only, and claims shall not be consolidated into any class-wide, representative, or joint proceeding. You and PLACEHOLDER expressly waive any right to pursue a class or representative action against each other.
Any failure or delay in enforcing this arbitration provision in connection with a particular claim will not constitute a waiver of the right to require arbitration later for other claims, provided that all claims must be brought within one (1) year after the claim arises (including the 120-day informal resolution period mentioned above).
This arbitration provision outlines our agreement to resolve disputes by final and binding confidential arbitration and is governed by, and enforceable under, the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended.
This provision remains effective after termination of your account or relationship with PLACEHOLDER, and through bankruptcy, assignment, or transfer. If the class action waiver is found unenforceable (i.e., if its unenforceability permits class or representative arbitration), then this entire arbitration provision shall be null and void. If any portion of this arbitration provision (other than the class action waiver) is held unenforceable, the remainder shall continue in full force and effect.
YOU ACKNOWLEDGE THAT YOU AND YOUR BUSINESS WOULD HAVE HAD THE OPTION TO LITIGATE IN COURT, TO HAVE A JUDGE OR JURY DECIDE THE CASE, AND TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION. HOWEVER, YOU AGREE THAT ALL CLAIMS WILL BE RESOLVED INDIVIDUALLY AND ONLY THROUGH FINAL, BINDING, AND CONFIDENTIAL ARBITRATION ACCORDING TO THIS PROVISION.
SECTION 17 – PLACEHOLDER’s Additional Remedies
To prevent or mitigate irreparable harm to PLACEHOLDER, in the event of any breach or threatened breach of this Agreement by you or any infringement or threatened infringement of PLACEHOLDER’s or any third party’s intellectual property, PLACEHOLDER is entitled to seek a temporary restraining order, preliminary injunction, or permanent equitable relief from a court of competent jurisdiction located in Maryland. Nothing in this Agreement shall prevent PLACEHOLDER from pursuing any other remedies available in court for such breach, threatened breach, or infringement, including the recovery of monetary damages. You and your business irrevocably consent to the exclusive personal jurisdiction and venue of the courts located in Rockville, Maryland, and waive any objections to such jurisdiction or venue.
SECTION 18 – Indemnification
To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless PLACEHOLDER, along with its directors, officers, employees, shareholders, licensors, independent contractors, subcontractors, suppliers, affiliates, parent companies, subsidiaries, and agents from and against any and all claims, actions, losses, liabilities, damages, expenses, demands, and costs (including reasonable attorneys’ fees and litigation expenses) arising out of or related to: (1) your use, misuse, or attempted use of the Website, software, products, or services; (2) any information you submit or transmit via the Website; (3) your breach of these Terms, the documents incorporated by reference, this Agreement, or any representations or warranties you have provided; or (4) your violation of any law or the rights of any third party.
SECTION 19 – Notice and Takedown Procedures; Digital Millennium Copyright Act
If you believe that any material or content available on the Website infringes on a copyright you own, you or your agent may send PLACEHOLDER a notice requesting removal of the material. Should you believe that you have been wrongly served with a notice of copyright infringement, you may send a counter-notice to PLACEHOLDER. Notices and counter-notices should be addressed to PLACEHOLDER, Attention: Legal Department, [ADDRESS_PLACEHOLDER], or emailed to [EMAIL_SUPPORT]. These Terms fully incorporate by reference the DMCA Policy.
SECTION 20 – THIRD-PARTY LINKS
The Website may include links to third-party websites. The views, information, or opinions expressed on any external website or on our online and mobile resources are solely those of the individual authors or contributors and do not necessarily reflect those of PLACEHOLDER or its parent companies. Furthermore, PLACEHOLDER is not responsible for and does not verify the accuracy of any information contained on any non-PLACEHOLDER website to which we provide a link. The primary purpose of these resources is to educate, inspire, and inform. Some content by external authors or contributors may discuss strategies and methods for generating business income, and you are encouraged to contact such authors or contributors for verification of such strategies. PLACEHOLDER assumes no responsibility for the content or functionality of any third-party website linked from our site. Please review our Privacy Statement for further details.
SECTION 21 – Termination
This Agreement becomes effective (or re-effective) at the time you click “ACTIVATE MY ACCOUNT NOW,” “PAY NOW,” “ORDER NOW,” “SUBMIT,” “BUY NOW,” “PURCHASE,” “I ACCEPT,” “I AGREE,” or similar buttons or links; or when you otherwise submit information via the Website, respond to an inquiry, begin installing, accessing, or using the Website, complete a purchase, select a payment method, or enter payment details—whichever occurs first. In our sole discretion, if you fail to comply with any term or provision of this Agreement or violate any law in connection with your use of PLACEHOLDER or otherwise, we may terminate this Agreement or suspend your access to the Website at any time without notice. Sections 10, 18, and 20 through 30 of this Agreement, along with any representations, warranties, and obligations made by you, shall survive termination of this Agreement and/or your account or relationship with PLACEHOLDER. Upon termination, you remain liable for any outstanding payments to PLACEHOLDER.
SECTION 22 – No Waiver
No delay or failure by PLACEHOLDER in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, nor shall any partial exercise of any right preclude further exercise of that or any other right, power, or remedy under this Agreement. A waiver of any right or obligation under this Agreement is only valid if in writing and signed by PLACEHOLDER.
SECTION 23 – Governing Law and Venue
This Agreement, and any dispute or issue arising out of or related to it or your access to or use of the Website, our Privacy Statement, or any matter regarding PLACEHOLDER—including your purchase or attempted purchase of any service or product—shall be governed exclusively by the laws of the State of Maryland without regard to its conflict of laws rules. If any claim or dispute is found by the arbitrator or a court of competent jurisdiction to be excluded from the arbitration agreement in Section 16, both parties agree that such claim or dispute shall be exclusively resolved in the state or federal courts located in Maryland, and you irrevocably consent to the exclusive personal jurisdiction and venue of such courts, forever waiving any challenge to that jurisdiction or venue. All claims must be brought on an individual and non-class, nonrepresentative basis, and you waive any right to pursue such claims on a class-wide or representative basis.
SECTION 24 – Force Majeure
PLACEHOLDER shall not be held responsible for any delay, damage, or failure caused by acts of nature or other events beyond our reasonable control.
SECTION 25 – Assignment
PLACEHOLDER may assign its rights under this Agreement at any time without notice to you. Your rights under this Agreement may not be assigned without the express written consent of PLACEHOLDER (or its assignees).
SECTION 26 – Electronic Signature
All communications on the Website are considered electronic. When you communicate with PLACEHOLDER via the Website or other electronic media (such as email), you are engaging in electronic communication. You agree that we may correspond with you electronically and that such communications, notices, disclosures, agreements, and other information provided electronically shall have the same force and effect as written communications signed by the party sending them.
SECTION 27 – Changes To The Agreement
PLACEHOLDER reserves the right, at its sole discretion, to update, modify, or replace any part of this Agreement—including the Privacy Statement—by posting updates and changes on the Website. It is your responsibility to periodically review the Website for such updates. Your continued use of or access to the Website following the posting of changes constitutes acceptance of those changes.
SECTION 28 – Your Additional Representations and Warranties
You hereby further represent and warrant that: (1) you are at least eighteen (18) years of age or the legal age of majority in your jurisdiction, whichever is higher; (2) you own, operate, or have the authority to bind the business using the Website; (3) you have read, understood, and agreed to this Agreement; and (4) you will not resell, redistribute, or export any product or service ordered from the Website. You further represent that PLACEHOLDER may rely on all information provided by you, and that PLACEHOLDER may contact you and your business by email, telephone, or postal mail for any purpose, including but not limited to follow-up calls, satisfaction surveys, or inquiries regarding any orders placed or considered on the Website.
You further warrant that there are no current or pending governmental investigations, inquiries, or prosecutions against you or any business associated with you by the Federal Trade Commission, any other federal or state agency, or any regulatory authority anywhere in the world, nor any pending private lawsuits. If, during the term of this Agreement, you or any related business becomes the subject of any governmental investigation, inquiry, or prosecution, or any lawsuit, you agree to notify PLACEHOLDER within 24 hours. PLACEHOLDER may, at its sole discretion, terminate this Agreement based on any such investigation, proceeding, or lawsuit without incurring any liability to you.
SECTION 29 – Severability
If any provision of this Agreement is deemed invalid or unenforceable by an arbitrator or a court of competent jurisdiction, the remainder of the provisions shall remain in full force and effect. Any invalid or unenforceable provision may be modified or severed as necessary to ensure enforceability and consistency with the remainder of the Agreement.
SECTION 30 – Entire Agreement
These Terms, along with the Agreement and any policies or operating rules posted on the Website or in connection with it, constitute the entire agreement between you (and your business) and PLACEHOLDER, governing your access to and use of the Website and your purchase, usage, or attempted usage of any service or product. These Terms supersede any prior or contemporaneous agreements, representations, communications, or proposals, whether oral or written. Future services or features provided through the Website shall also be subject to these Terms and any posted policies or operating rules. Any ambiguity in the interpretation of these Terms shall not be construed against the party drafting them.
SECTION 31 – Contacting Us
We encourage you to reach out with any questions or comments regarding our products and services. Please send an email to [EMAIL_SUPPORT].
For any further inquiries concerning these Terms, you may contact PLACEHOLDER via email at [EMAIL_SUPPORT] or by regular mail at:
PLACEHOLDER, Inc.
Attn: Legal & Compliance Department
[ADDRESS_PLACEHOLDER]
[EMAIL_SUPPORT]
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