These terms of use (these “Terms of Use”) made between Wiretap Labs, LLC, including its affiliates (“Wiretap Labs,” “us,” or “we”) and you, or if you represent an entity or other organization, that entity or organization (in either case “you” or “your”) apply to the Wiretap Labs website located at wiretaplabs.com or any other website operated by Wiretap Labs where these Terms of Use appear or are linked (collectively, the “Site”). The Site provides individual end users (“Users”) with the ability to access content, such as text, graphics, logos, images, audio clips, video, data, software, and other material (“Content”) and free and paid-for products, software, data, and other advertising and creative services (“Services”) regarding technology news, research, analysis, tools, products, events, job listings, training and education for the IT community.
These Terms of Use include the terms and conditions below and the Wiretap Labs Privacy Policy, located at https://wiretaplabs.com/legal/privacy/ (“Privacy Policy”) related to the Site. You are responsible for compliance with these Terms of Use (including the Privacy Policy.
IF YOU, ON BEHALF OF YOURSELF OR AS AN AUTHORIZED REPRESENTATIVE OF AN ENTITY OR OTHER ORGANIZATION WHOM YOU ARE ACTING, AND Wiretap Labs HAVE ENTERED INTO A SEPARATE AGREEMENT GOVERNING THE PROVISION OF Wiretap Labs’S SERVICES, THEN THAT OTHER AGREEMENT SHALL APPLY IN ADDITION TO THE TERMS HEREIN, AND, IN THE EVENT OF ANY CONFLICT BETWEEN THESE TERMS OF USE AND THAT SEPARATE AGREEMENT, THE TERMS OF THAT SEPARATE AGREEMENT SHALL CONTROL.
ACCEPTANCE OF TERMS
BY ACCESSING OR OTHERWISE USING THE SITE, OR THE CONTENT OR SERVICES AVAILABLE THROUGH THE SITE, YOU ON BEHALF OF YOURSELF, OR AS AN AUTHORIZED REPRESENTATIVE OF YOUR COMPANY ON WHOSE BEHALF YOU AGREE, AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE YOU MUST IMMEDIATELY STOP USING THE SITE, CONTENT, AND SERVICES.
IMPORTANT: PLEASE REVIEW THE MUTUAL ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH Wiretap Labs ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION AND WAIVING YOUR RIGHT TO A CLASS ACTION. BY ENTERING INTO THESE TERMS OF USE, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS MUTUAL ARBITRATION AGREEMENT AND HAVE TAKEN THE TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
THESE TERMS OF USE ALSO CONTAIN RELEASES, LIMITATIONS ON LIABILITY, AND PROVISIONS ON INDEMNITY AND ASSUMPTION OF RISK, ALL OF WHICH MAY LIMIT YOUR LEGAL RIGHTS AND REMEDIES. PLEASE REVIEW THEM CAREFULLY.
Before accessing or using Wiretap Labs’s Site, Content, or Services, please carefully read these Terms of Use relating to your access and use of our Site, Content, or Services. Wiretap Labs reserves the right, at Wiretap Labs’s sole discretion, to change, modify, add or remove portions of these Terms of Use. Wiretap Labs will inform you of the presence of any changes to these Terms of Use by posting those changes on the Site or by providing you with notice through the Site. Any modifications will be effective immediately upon posting on the Site or delivery of such notice through the Site. You may terminate these Terms of Use as set forth below if you object to any such modifications. However, you will be deemed to have agreed to any and all modifications through your continued use of the Site, Content, or Services. Any person or entity who accesses or interacts with the Site through the use of crawlers, spiders, robots, scrapers, or intelligent agents is considered to be in violation of these Terms of Use and such use is prohibited.
CONTENT
You are solely responsible for all Content that you may provide or upload to the Site or otherwise generate through your use of, or access to, the Site (“Your Content”). As between you and Wiretap Labs, you retain ownership of Your Content. However, subject to any limitations included in the Privacy Policy, you grant Wiretap Labs a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable (including, without limitation, to other Users and other third parties) right to use, copy, store, host, reproduce, modify, display, adapt, publish, publicly perform, translate, create derivative works from, distribute, and display (“Use”) Your Content for purposes of research, reporting, providing the Content or Services to you, third party sales, and for use in making enhancements and improvements to the Site. This license allows Wiretap Labs to make Your Content available to third parties selected by Wiretap Labs so that these third parties can analyze and distribute Your Content through their products and services. You represent and warrant that none of Your Content or the Use of Your Content by Wiretap Labs: (a) violates these Terms of Use, the Privacy Policy, or any requirements under applicable laws; (b) is libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (c) constitutes an infringement, misappropriation or violation of the intellectual property rights, or other rights of any third party; (d) is illegal in any way or advocates illegal activity; (e) is an advertisement or solicitation of funds, goods, or services, unless you have entered into a separate agreement with Wiretap Labs to make such offer; (f) is false, misleading, or inaccurate; (g) is or could be considered junk mail, spam, or a part of a pyramid scheme; or (h) constitutes the unauthorized practice of medicine, law, or other professional service. Wiretap Labs is not responsible or liable for any deletion, correction, destruction, damage, loss or failure to store, restore or back-up any of Your Content. You agree that you have all right, title, interest, and consent in Your Content necessary to allow Wiretap Labs to Use Your Content as set forth in these Terms of Use.
Other than Your Content, all Content accessible through the Site is owned or licensed property of Wiretap Labs or its suppliers or licensors and is protected by copyright, trademark, patent, or other proprietary rights. The collection, arrangement, and assembly of all Content is the exclusive property of Wiretap Labs and is protected by U.S. and international copyright laws. All Content is for informational purposes only. Wiretap Labs has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Content. You are solely responsible for your use of, or reliance on, any Content. Subject to these Terms of Use, you may access and use the Content solely for your own personal and noncommercial purposes in connection with your own use of the Site. You are granted no other licenses or rights in or to any Content. You will not, and will not permit any third party to: (1) make any commercial use of the Content, including making any collection or use of any Content; (2) download, copy, or transmit any Content for the benefit of any other commercial entity; (3) alter, modify, reproduce, or create derivative works of any Content, unless you receive specific written permission from Wiretap Labs; (4) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any Content; (5) make any use of data extraction, scraping, mining, or other data gathering tools, or create a database by systematically downloading or storing Content, or otherwise scrape, collect, store, or use any Content; (6) tamper with the Content or use or attempt to use any device, software, routine, or data that interferes or attempts to interfere with the working or functionality of the Content; or (7) alter, obscure, or remove any copyright, trademark or any other notices that are provided on or in connection with any Content. Certain of the Content may include or be based on Content from third party providers (“Third Party Content”). Wiretap Labs has no independent basis to verify or contradict the accuracy or completeness of the Third Party Content and will not be responsible for any erroneous Third Party Content provided through the Site. By operating the Site, Wiretap Labs does not represent or imply that it endorses any Content, or that it believes such Content is accurate, useful, or non-harmful. Without limiting the foregoing, Wiretap Labs will not be held liable to you or any other third party for any Content, including Third Party Content and Your Content, under a Federal Law called the Communications Decency Act or CDA, 47 U.S.C. § 230. Except as set forth in these Terms of Use, you are granted no licenses or other rights in or to any Content, or any intellectual property rights therein or related thereto. Wiretap Labs disclaims any responsibility for any harm resulting from your access or use of the Content.
Notwithstanding the foregoing restrictions, you may print or download one copy of a reasonable number of pages of the Content for your own personal, non-commercial use and not for further reproduction, publication, or distribution. If you wish to make any use of Content on the Site other than that set out in this section, please address your request to: [email protected].
ACCOUNT REGISTRATION & SUBSCRIBER AGREEMENT
Registration Data and other information about you are subject to our Privacy Policy.
REGISTRATION OBLIGATIONS
You are permitted to access certain Content and Services without establishing an account on the Site, provided that you have agreed to these Terms of Use. However, access to and use of certain Content and Services may require that you establish an account on the Site. Approval of your request to establish an account will be at the sole discretion of Wiretap Labs. When requested, each User must: (a) personally provide true, accurate, current and complete information on the Site’s registration form (collectively, the “Registration Data”) and (b) maintain and promptly update the Registration Data as necessary to keep it true, accurate, current and complete. If, after investigation, Wiretap Labs has reasonable grounds to suspect that any User’s Registration Data is untrue, inaccurate, not current or incomplete, Wiretap Labs may suspend or terminate that User’s account and prohibit any and all current or future access or use of the Site (or any portion thereof) by that User other than as expressly provided herein. Wiretap Labs cannot and will not be liable for any loss or damage arising from a User’s failure to comply with this Section, including any loss or damage arising from any User’s failure to: (1) immediately notify Wiretap Labs of any unauthorized use of his or her password or account or any other breach of security; and (2) ensure that he or she exits from his or her account at the end of each session. You acknowledge that you are fully responsible for all costs, fees, liabilities, or damages incurred, and material transferred, stored, modified, or shared through the use of your account (whether lawful or unlawful). You acknowledge that any orders made or other transactions completed through your account will be deemed to have been lawfully completed by you. You represent and warrant that you are of legal age in your jurisdiction to create binding contractual and financial obligations and to assume any liability that you may incur as a result of your access or use of the Site, Content, or Services. Before posting any Registration Data of any Users associated with your account, you are responsible for obtaining any and all authorizations required by federal or state law to authorize the sharing of his or her Registration Data, including their personal information, on the Site. Wiretap Labs is not liable for any invasion of privacy or other claim that may be asserted by Users of your account as a result of your posting of Registration Data regarding Users of your account on the Site and the subsequent sharing of that information with other Users as described in the Privacy Policy. By providing Registration Data, you authorize Wiretap Labs to disclose such information as described in the Privacy Policy.
You must be 16 years of age or older to use this Site. If you are at least 16 years of age, but under the age of 18, your parent or legal guardian, as applicable, must expressly consent to your use of the Site. Use of the Site is void where prohibited. For Users of the Site, you represent you are not a person on a list barring you from receiving services under U.S. laws or other applicable jurisdiction, including without limitations, the Denied Persons List and the Entity List, and other lists issued by the U.S. Department of Commerce, Bureau of Industry and Security, detailed here. Users residing in countries on the United States Office of Foreign Assets Control sanction list may not access Content or Services available through the Site.
NO UNLAWFUL OR PROHIBITED USE
This Site may only be used for lawful purposes in accordance with the terms granted in these Terms of Use. As a condition of your access and use of the Site, you warrant to Wiretap Labs that you will not use the Site for any purpose that is unlawful or prohibited by these Terms of Use. Whether on behalf of yourself or on behalf of any third party, unless specifically agreed to between us, YOU MAY NOT:
(a) Make any commercial use of the Site; (b) use or attempt to use any engine, software, tool, agent, data, or other device or mechanism (including crawlers, spiders, robots, scrapers, or intelligent agents) to navigate or search the Site other than the search engine and search agents provided by Wiretap Labs or generally publicly available browsers; (c) frame, mirror, or use framing techniques on any part of the Site without Wiretap Labs’s express prior written consent; or (d)use any meta tags or any other hidden text utilizing Wiretap Labs’s name or marks; (e) misrepresent the identity of a User, impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Site, or express or imply that we endorse any statement you make; (f) conduct fraudulent activities on the Site; or (g) violate or attempt to violate the security of the Site, including, without limitation: (1) accessing data not intended for you or logging onto a server or an account that you are not authorized to access; (2) trying to change the behavior of the Site; (3) attempting to probe, scan, or test the vulnerability of a system or network, or to breach security or authentication measures; (4) attempting to interfere with service to any User, host, or network, including, without limitation, via means of submitting malware to the Site, overloading, “flooding,” “spamming,” “mailbombing”, or “crashing”; (5) forging any user agent, any header or any part of the header information in any e-mail or posting; (6) forging communications on behalf of the Site; (7) interfering with, disrupting, or creating an undue burden on the Site or the networks or services connected to Wiretap Labs, including, without limitation, any attempt to circumvent the access controls or security measures of the Site, Content, or Services; (8) accessing the Site, Content, or Services by any means other than through interfaces provided by the Site, unless otherwise specifically authorized by Wiretap Labs in a separate, prior written agreement; or (9) circumventing, disabling, or otherwise interfering with security-related features of the Site, or features that prevent or restrict use or copying of any materials or enforce limitations on use of the Site or the materials therein; (h) use the Site to defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others, including others’ privacy rights or rights of publicity; (i) harvest or collect personal information about other Users of the digital products and services; (j) restrict or inhibit any other person from using the Site (including, without limitation, by hacking or defacing any portion of the Site); (k) modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Site; or (l) misrepresenting your affiliation with a person or entity; and, selling, reselling or offering for any commercial purposes, any portion of, use of, or access to the Site, except where specifically endorsed or approved by Wiretap Labs.
INTELLECTUAL PROPERTY RIGHTS
The Site and the software, firmware, hardware, databases, and other technology used by or on behalf of Wiretap Labs to provide the Services and Content (including but not limited to all information, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned and operated by Wiretap Labs its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. These Terms of Use grant you a license to, and permit you to, access and use the Site for your personal, non-commercial use only.
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Site in breach of these Terms of Use, your right to use the Site will cease immediately and you must, at our option, return or destroy any copies of the Content you have made. No right, title, or interest in or to the Site, or any Content or Services available through the Site, is transferred to you, and all rights not expressly granted are reserved by Wiretap Labs. Any access and use of the Site not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.
TRADEMARKS AND COPYRIGHTS
Wiretap Labs’s name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Wiretap Labs or its affiliates or licensors, including but not limited to Wiretap Labs®, the Wiretap Labs logo, Decision Insights®, Decisions Insights logo, StringerAI™, and the StringerAI logo, are trademarks of Wiretap Labs, LLC in the U.S. and other countries. Wiretap Labs’s trademarks and trade dress may not be used in connection with any product or service that is not Wiretap Labs’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Wiretap Labs. You must not use such marks without the prior written permission of Wiretap Labs. All other names, logos, product, and service names, designs, and slogans on this Site are the trademarks of their respective owners.
TERMINATION
Wiretap Labs may terminate your account in Wiretap Labs’s absolute discretion and for any reason. Wiretap Labs is especially likely to terminate for reasons that include, but are not limited to, the following: (a) violation of these Terms of Use; (b) abuse of Content or Services resources or attempt to gain unauthorized entry to the Content or Services; (c) use of the Site in a manner inconsistent with the purpose; (d) a User’s request for such termination; or (e) as required by law, regulation, court or governing agency order. Wiretap Labs’s termination of your access to the Site may be effected without notice and, on such termination, Wiretap Labs may immediately deactivate or delete your account and/or bar any further access to Your Content. Wiretap Labs shall not be liable to any User or other third party for any termination of your access or account hereunder. In addition, your request for termination will result in deactivation but not necessarily deletion of the account, except as required by applicable law. Wiretap Labs reserves the right to delete, or not delete, your account at Wiretap Labs’s sole discretion, as well as to delete, or not delete, Your Content at Wiretap Labs’s sole discretion, except as required by applicable law. The terms of these Terms of Use that are by their nature intended to survive termination, shall survive termination of these Terms of Use.
DISCLAIMERS OF WARRANTIES
You acknowledge that the Site is a general purpose online website and is not specifically designed to facilitate compliance with any specific law, rules, or regulations. You represent and warrant to Wiretap Labs that your access to and use of the Site, including any Content or Services, will comply with all applicable laws, rules, and regulations and will not cause Wiretap Labs itself or any other third party to violate any applicable laws, rules, or regulations. Wiretap Labs is not responsible for notifying you of any such laws, rules, or regulations, enabling your compliance, or for your failure to comply. Wiretap Labs cannot and does not represent or warrant that the Site, Content, or Services will be error-free, uninterrupted, free from unauthorized access (including third party hackers or denial of service attacks), or otherwise meet your requirements.
THE SITE, AND ALL CONTENT, AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE ARE PROVIDED BY Wiretap Labs ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. Wiretap Labs MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR THE SITE, THE ACCURACY OR COMPLETENESS OF THE SITE AND ITS CONTENT, OR THAT EMAILS SENT FROM Wiretap Labs ARE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE, CONTENT, AND SERVICES ARE AT YOUR SOLE RISK. TO THE FULL EXTENT PERMITTED BY LAW, Wiretap Labs DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SITE, CONTENT, AND SERVICES WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE OR USE.
On the Site, we may display names, marks, products, advertisements, or services of third parties, pop-up texts, or links to third party sites. IN NO EVENT WILL WE BE LIABLE, DIRECTLY OR INDIRECTLY, TO ANYONE FOR ANY DAMAGE OR LOSS ARISING FROM OR RELATING TO ANY USE, CONTINUED USE, OR RELIANCE ON ANY ADVERTISEMENT DISPLAYED ON THE SITE, ANY PRODUCTS, SERVICES, OR OTHER MATERIALS RELATING TO ANY SUCH ADVERTISEMENT, ANY LINKED THIRD PARTY SITE, OR ANY LINK CONTAINED IN A LINKED SITE. If you decide to link to any such third party sites, you do so entirely at your own risk.
RELEASE
You hereby release and forever discharge Wiretap Labs and its affiliates, employees, agents, contractors, assigns, licensees, and successors in interest from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, the Site, Content, or Services. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
JURISDICTIONAL ISSUES
The Site is controlled and operated by Wiretap Labs from the United States, and is not intended to subject Wiretap Labs to the laws or jurisdiction of any state, country, or territory other than that of the United States. Wiretap Labs does not represent or warrant that the Site or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Site, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules, and regulations. We may limit the Site, Content, or Services availability, in whole or in part, to any person, Geographic area or jurisdiction we choose, at any time and in our sole discretion.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL Wiretap Labs OR ITS EMPLOYEES, DIRECTORS, OFFICERS, AFFILIATES, LICENSORS, OR AGENTS BE LIABLE FOR UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR IN ABILITY TO USE, THE SITE, THE CONTENT, OR SERVICES FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN, AND SUFFERING EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT WILL Wiretap Labs, ITS EMPLOYEES, DIRECTORS, OFFICERS, AFFILIATES, LICENSORS OR AGENTS, BE LIABLE FOR MORE THAN ONE HUNDRED DOLLARS IN THE AGGREGATE, EVEN IF Wiretap Labs HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PROVISION OF THESE TERMS OF USE THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS OF USE BETWEEN YOU AND Wiretap Labs. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND Wiretap Labs. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE(S). IF YOU ARE DISSATISFIED WITH THE SITE, CONTENT, SERVICES, OR THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE, CONTENT, OR SERVICES. YOU ACKNOWLEDGE, BY YOUR USE OF THE SITE, CONTENT, OR SERVICES THAT YOUR USE IS AT YOUR SOLE RISK. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU, AND YOU MAY HAVE RIGHTS ADDITIONAL TO THOSE CONTAINED HEREIN.
INDEMNIFICATION AND DEFENSE
As a condition of your ability to access and use the Site, Content, and Services, you agree to defend, indemnify, and hold harmless Wiretap Labs and its respective employees, directors, officers, affiliates, licensors, or agents from and against any liabilities, losses, investigations, inquiries, claims, suits, damages, costs, and expenses (including, without limitation, reasonable attorneys’ fees and expenses) (each, a “Indemnity Claim”) arising out of or otherwise relating to: (a) your access and use of the Site, Content, or Services; (b) Your Content or any access to or use thereof; (c) your collection, use, and disclosure of any Content; and (d) your breach of any provision of these Terms of Use, including any representation or warranty. Wiretap Labs will provide you with notice of any such Indemnity Claim, and Wiretap Labs will have the right to participate in the defense of any such Indemnity Claim at its expense.
NOTICES AND ELECTRONIC COMMUNICATIONS
Except as explicitly stated otherwise, any notices you send to Wiretap Labs shall be sent by mail to Wiretap Labs, 3511 Ringsby Court, Suite 101, Denver, C0 80216. In the case of notices Wiretap Labs sends to you, you consent to receive notices and other communications by Wiretap Labs posting notices on the Site, sending you an email at the email address listed in your profile in your account, or mailing a notice to you at your address listed in your profile in your account. You agree that all agreements, notices, disclosures, and other communications that Wiretap Labs provides to you in accordance with the prior sentence satisfy any legal requirement that such communications be in writing.
APPLICABLE LAW
YOU AGREE THAT ALL MATTERS RELATING TO YOUR ACCESS TO OR USE OF THE SITE, CONTENT, OR SERVICES, AND ALL MATTERS ARISING OUT OF OR RELATED TO THESE TERMS OF USE, INCLUDING ALL DISPUTES, WILL BE GOVERNED BY THE LAWS OF THE STATE OF COLORADO, UNITED STATES OF AMERICA, WITHOUT REGARD TO COLORADO’S CHOICE OF LAW PRINCIPLES.
ARBITRATION
BINDING ARBITRATION / CLASS ACTION WAIVER
- Dispute Resolution. You and Wiretap Labs agree that any dispute, claim, or controversy arising out of or relating to (a) these Terms of Use or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Site, Content, or Services at any time, whether before or after the date you agreed to the Terms of Use, will be settled by binding arbitration between you and Wiretap Labs, and not in a court of law.
You acknowledge and agree that you and Wiretap Labs are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Wiretap Labs otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Wiretap Labs each retain the right to bring an individual action in a small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
Certain portions of this Section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act (FAA). You and Wiretap Labs expressly agree and intend that this Section satisfies the “writing” requirement of the Federal Arbitration Act. This Section can only be amended by mutual agreement. For purposes of this Section, “Claims” means collectively, and without limitation, any and all claims, injuries, demands, liabilities, disputes, causes of action (including statutory, contract, negligence, or other tort theories), proceedings, obligations, debts, liens, fines, charges, penalties, contracts, promises, costs, expenses (including attorneys’ fees, whether incurred pre-litigation, pre-trial, at trial, on appeal, or otherwise), damages of any kind whatsoever (including consequential, compensatory, or punitive damages), or losses (whether known, unknown, asserted, non-asserted, fixed, conditional, or contingent) that arise from or relate to (i) the Site, including any and all Content or Services, materials and software related thereto, or (ii) and the use of Your Content and your account.
- Informal Resolution of Disputes and Excluded Disputes. If any Claim arises out of or relates to the Site, Content, Services, or these Terms of Use, other than as may be provided herein, then you and Wiretap Labs agree to send notice to the other providing a reasonable description of the Claim, along with a proposed resolution of it. Wiretap Labs notice to you will be sent to you based on the most recent contact information that you provide Wiretap Labs. If no such information exists or if such information is not current, Wiretap Labs has no obligation under this Section. For a period of sixty (60) days from the date of receipt of notice from the other party, you and Wiretap Labs will engage in a dialog to attempt to resolve the Claim, though nothing will require either you or Wiretap Labs to resolve the Claim on terms with respect to which you and Wiretap Labs, in each of our sole discretion, are not comfortable.
- Binding Arbitration. If you and Wiretap Labs cannot resolve a Claim, within sixty (60) days of the receipt of the notice, then you agree that any such Claim and all other disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Use, including, but not limited to any claim that all or any part of these Terms of Use are void or voidable, or whether a claim is subject to arbitration relating to your use of the Site, will be resolved by binding arbitration, rather than in court. The FAA, not state law, shall govern the arbitrability of such disputes, including the class action waiver below. However, you and Wiretap Labs agree that Colorado state law or United States federal law shall apply to, and govern, as appropriate, any and all Claims or disputes arising between you and Wiretap Labs regarding these Terms of Use, the Site, Content, or Services, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to choice of law principles. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator must follow the terms of these Terms of Use as a court would.
If any portion of this arbitration agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms of Use; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the arbitration agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the arbitration agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
- Initiating Arbitration. To begin an arbitration proceeding, you must send a written demand for arbitration requesting arbitration and describing your Claim to: Wiretap Labs at 3511 Ringsby Court, Unit 101, Denver CO, 80212. The arbitration will be conducted by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. Payment of all filing, administration, and arbitrator fees will be governed by JAMS’s rules. The arbitration shall take place in Denver, Colorado or at such other venue (and pursuant to such procedures) as is mutually agreed upon. You can obtain JAMS procedures, rules, and fee information as follows: JAMS: 800.352.5267 and http://www.jamsadr.com.
- Fees. You and Wiretap Labs will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Wiretap Labs to pay a greater portion or all of such fees and costs in order for this Section to be enforceable, then Wiretap Labs will have the right to elect to pay the fees and costs and proceed to arbitration. Arbitration rules may permit You to recover attorneys’ fees. Wiretap Labs will not seek to recover attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
- Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. An arbitrator’s decision shall be final and binding on all parties. An arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Wiretap Labs will not seek, and hereby waives all rights Wiretap Labs may have under applicable law to recover attorneys’ fees and expenses if Wiretap Labs prevails in arbitration.
- Class Action Waiver. YOU AND Wiretap Labs EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. You and Wiretap Labs each agree that such proceeding shall take solely by means of judicial reference pursuant to Colorado applicable law.
- Exclusions; Venue. Notwithstanding the agreement to resolve all disputes through arbitration, you or Wiretap Labs may also seek relief in small claims court for Claims within the scope of that court’s jurisdiction. In the event that the arbitration provisions above are found not to apply to you or to a particular Claim, either as a result of your decision to opt-out of the arbitration provisions or as a result of a decision by the arbitrator or a court order, you agree that the venue for any such Claim or dispute is exclusively that of a state or federal court located in County of Denver, Colorado. You and Wiretap Labs agree to submit to the personal jurisdiction of the courts located within County of Denver, Colorado for the purpose of litigating all such Claims or any other disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Use or your use of the Site, Content, or Services in the event that the arbitration provisions are found not to apply. In such a case, should Wiretap Labs prevail in litigation against you to enforce its rights under these Terms of Use, Wiretap Labs shall be entitled to its costs, expenses, and reasonable attorneys’ fees (whether incurred at or in preparation for trial, appeal, or otherwise) incurred in resolving or settling the dispute, in addition to all other damages or awards to which Wiretap Labs may be entitled.
- Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR Wiretap Labs WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR Wiretap Labs MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH HEREIN) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES OR IT WILL BE FOREVER BARRED. “Commencing” means, as applicable: (i) by delivery of written notice as set forth herein; (ii) filing for arbitration with JAMS as set forth herein; or (iii) filing an action in state or federal court. This provision will not apply to any legal action taken by Wiretap Labs to seek an injunction or other equitable relief in connection with any losses (or potential losses) relating to Wiretap Labs, intellectual property rights of Wiretap Labs, or Wiretap Labs’s Site, Content, or Services.
- Your Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to: [email protected] with the subject line “WIRETAP LABS ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of your first use of the Site, Content, or Services, otherwise you shall be bound to arbitrate any disputes in accordance with the terms of these Terms of Use providing for binding arbitration. If you opt-out of these arbitration provisions, Wiretap Labs also will not be bound by them.
DATA PRIVACY
You expressly consent to the use and disclosure of personal information as described in the Privacy Policy. Notwithstanding anything in the Privacy Policy, Wiretap Labs will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data or information (data or information that does not identify an entity or natural person as the source thereof) resulting from your access to the Site. To the extent any such data or information is collected or generated by Site, the data and information will be solely owned by Wiretap Labs and may be used by Wiretap Labs for any lawful business purpose without a duty of accounting to you, provided that the data and information is used only in an aggregated form, without directly identifying you or any entity as the source thereof.
IMPROVEMENTS AND FEEDBACK
You shall, and hereby do, assign to Wiretap Labs your entire right, title, and interest (including, without limitation, all patent rights, design rights, copyrights and trade secrets) in any modifications or improvements to the Site which you may propose or make at any time (“Improvements”). You shall, and hereby do, assign to Wiretap Labs your entire right, title, and interest in any feedback you provide to Wiretap Labs regarding the Site, including but not limited to its usability, bug reports, and testing results (collectively, “Feedback”). Wiretap Labs may use and otherwise exploit the Feedback and Improvements as it wishes with no compensation to you. In the event that any of your rights with respect to any Improvement or Feedback are not fully assignable or otherwise transferable to Wiretap Labs for any reason whatsoever, you shall, and hereby do, grant to Wiretap Labs an exclusive, irrevocable, perpetual, royalty-free, fully paid-up, worldwide license in and to all of your rights with respect to such Improvement or Feedback and all intellectual property rights therein.
CLAIMS OF INFRINGEMENT
Wiretap Labs respects your copyrights and other intellectual property rights and those of other third parties. If you believe in good faith that your copyrighted work has been reproduced on the Site without your authorization in a way that constitutes copyright infringement, you may notify our designated copyright agent by mail to:
Attn: Copyright Agent
Wiretap Labs, LLC
3511 Ringsby Court, Suite 101
Denver, C0 80216
Please provide the following information to the Copyright Agent: (a) the identity of the allegedly infringing work; (b) your name, address, daytime phone number, and email address, if available; (c) a statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (d) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner; and (e) your electronic or physical signature. Wiretap Labs will take whatever action, in its sole discretion, it deems appropriate, including the removing the allegedly infringing work from the Site.
GENERAL
Unless you later enter into any other agreements with Wiretap Labs regarding the Site, Content, or Services, these Terms of Use constitute the entire agreement between you and Wiretap Labs and exclusively govern your access and use of Wiretap Labs’s Site, Content, and Services, superseding any prior agreements or other communications between you and Wiretap Labs relating to your access to and use of the Site, Content, or Services. Each User may be subject to additional terms that may apply when that User uses affiliate services, third party content or third-party software. Except as expressly set forth in these Terms of Use, these Terms of Use may only be modified by a written amendment signed by authorized executives of the parties. All waivers under these Terms of Use must be in writing. A waiver by either party of any term or condition of these Terms of Use or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Use remain in full force and effect. In our sole discretion, we may assign these Terms of Use, in whole or in part, by providing notice in accordance with the notice provision should Wiretap Labs ever file for bankruptcy or in the event of a sale, merger, acquisition, or other transfer of all or substantially all of Wiretap Labs. You may not assign these Terms of Use, in whole or in part, without Wiretap Labs’s prior written consent. The parties hereto are independent parties, not agents, employees, or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.
VIOLATIONS
Please report any violations of these Terms of Use to Wiretap Labs here.