SITE ACCESS AND PURCHASE AGREEMENT

 

This Site Access and Purchase Agreement (the “Agreement”) sets forth the terms of the relationship between you (“You”), the user of the www.NaotFinder.com site (the “Site”), and Arelli LLC, a New York limited liability company (“Naot Finder ”), respecting, among other things, access to and use of the Site.  (The terms You, Your, and Yours refer to the user, customer, bidder or purchaser using the Site.)

 

This Agreement may be modified or amended from time to time by agreement between Naot Finder and You.

 

 

Subject to the terms and conditions of this Agreement, Naot Finder hereby grants you a limited, revocable, non-transferable and non-exclusive license to access and use the Site by displaying it on your Internet browser for the sole purpose of shopping for personal items sold on the Site, and not for any commercial use or use on behalf of any third party.  Breach of this Agreement may result in Naot Finder ’s revocation of the license granted in this paragraph without notice to you.

 

1. Amendments and Changes

 

a.           Changes to Site.  Naot Finder reserves the right at any time and from time to time to change or discontinue any aspect or feature of the Site, including but not limited to services, products, content, hours of availability, and equipment needed for access or use.

 

b.           Changes to Agreement Terms.  Naot Finder reserves the right at any time and from time to time to change, modify, add or delete any of the terms or provisions applicable to Your use of the Site, or any part thereof, or to impose new conditions, including, but not limited to adding or adjusting fees and charges for use, and changing or modifying this Agreement.  Such changes, modifications, additions or deletions (“Changes”) will be effective immediately upon notice thereof, which may be given by any means reasonably intended to inform You of the Changes, which may include, but not be limited to, posting announcements on the Site, sending electronic or conventional mail to You, or such other means by which You may obtain notice thereof.  YOUR CONTINUED USE OF THE SITE FOLLOWING Naot Finder ’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES.  IF YOU DO NOT AGREE TO ANY SUCH CHANGES TO THIS AGREEMENT, IMMEDIATELY DISCONTINUE YOUR USE OF THE SITE.

 

2. Your Membership

 

a.           The Site.  Naot Finder operates the Site, an online market that will enable Members to view and purchase products and services.  Each product available on the Site (each, a “Product”) will be offered for a defined and limited period of time, in each case determined by Naot Finder , and may be sold to Members during that selling period.  When You purchase an item from this Site, You are purchasing it from a vendor or vendors who are, for the most part, local to you, and who are licensed to carry and sell such merchandise in their jurisdictions of operation.  Although You may order Your product from this Site and pay for Your purchases through this Site, You should be aware that Your actual arrangement will be with the vendor identified on the Site or identified on your confirmation of purchase. Therefore, You will have to arrange any credit or other returns or repairs of Products purchased with the individual vendor so identified, and neither this Site nor Naot Finder will have any liability to you in connection with such sale.

 

b.           Registration as a Naot Finder Member Required. Only Naot Finder Members may participate in the activities and opportunities offered by the Site.  In order to become a Member, You must first accept this Agreement and agree to bound by and subject to all of the terms and conditions of this Agreement.  No minor may be a Member, and no Member may permit a minor to use their membership. Each Member must provide Naot Finder with Your name, address, telephone number, email address, and such other identification information as Naot Finder may see fit to require or request from time to time.

 

c.           Age Minimum.  A “Minor” is a person under the age of 21, if such person would access the Site from AL, MS, NE, WY or any other state in which the age of majority is greater than 18), or, a person under the age of 18, if such person would access the Site from anywhere else.  No Minor may become a Naot Finder Member, use the Site or authorize or engage in any bidding, auction or transaction on the Site under any circumstances.

 

d.           Your User Name and Password.  As part of the registration process, You will choose Your own user name and password.  You shall maintain the confidentiality of that password and restrict access to Your computer, and You will have sole responsibility for any activities on the Site under Your user name and password.

 

e.           One (1) Account per Member.  A Member shall maintain only one (1) account with Naot Finder .  The privilege to use the Site is personal to each Member, and may not be transferred to any other person or entity, for any purpose at any time.

 

f.            Your User Name.  You may not use on the Site an offensive, profane or otherwise inappropriate user name.  Naot Finder reserves the right at any time to erase or remove from the Site, or change, any user name or user-generated data which Naot Finder deems, in its sole opinion, to be offensive, profane or otherwise inappropriate.

 

g.           Cookies Must Be Enabled.  In order to participate in the Site, Your browser cookies must be enabled each time You log onto the Site.  Cookies are small files stored on Your hard drive that store login information.  Your browser may be set up to accept cookies by default, but if Your settings have changed, or Your browser continually returns to the login page after You submit Your login information, You may need to enable cookies.

 

3. Basic Usage Rules:  Your Use of the Site.

 

a.           Postings.  You shall use the Site for lawful purposes only.  You shall not post or transmit through the Site any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable or inappropriate, which encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any law, or which, without Naot Finder ’s express approval, contains advertising or solicitation with respect to products or services.  You shall not upload, post or otherwise make available on the Site any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right, and You will solely bear the entire burden of determining whether any material You may wish to use is protected by copyright.  You will bear sole liability for any damage arising out of or resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission.  By submitting material to any public area of the Site, You grant, or represent and warrant that the owner of such material has granted, Naot Finder the royalty-free, perpetual, irrevocable right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide, and/or to incorporate it in other works in any form, media or technology now known or hereafter developed, for the full term of any copyright that may exist in such material.  Such right and license will also permit any other user of the Site to access, view, store, or reproduce the material for that user’s personal use.  Such right and license will also grant Naot Finder the right to edit, copy, publish and distribute any material made available on the Site by You.  Naot Finder strongly objects to the use on the Site of offensive or pornographic images. Any such images which Naot Finder may find offensive will be deleted, and the members using such images may be suspended or barred from participation on the Site.  Any conduct by You that, in Naot Finder ’s discretion, restricts or inhibits any other user from using or enjoying the Site will not be permitted. You shall not use the Site to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become subscribers of other on-line services. you may not reproduce, distribute, display, sell, lease, transmit, create derivative works from, translate, modify, reverse-engineer, disassemble, decompile or otherwise exploit this Site or any portion of it unless expressly permitted by Naot Finder in writing.  You may not make any commercial use of any of the information provided on the Site or make any use of the Site for the benefit of another business unless explicitly permitted by Naot Finder in advance. You may not reproduce, distribute, display, sell, lease, transmit, create derivative works from, translate, modify, reverse-engineer, disassemble, decompile or otherwise exploit this Site or any portion of it except to the extent of the express limited license provided by Naot Finder above.  You will not introduce, send or post to the Site any computer bugs, viruses, ad-ware, spybots, worms, trap doors, Trojan horses, or other harmful code or properties.

 

b.           Our Content.

 

i.                        The Site may contain copyrighted material, trademarks and other intellectual property and proprietary information, which may include, but not be limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Site will be protected by copyright under the United States copyright laws.  You shall not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of such content, in whole or in part.  You may download such material for Your personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material is permitted without the express permission of Naot Finder and, if a different person or entity, the copyright owner.  In the event of any permitted copying, redistribution or publication of copyrighted material, You shall neither make nor permit to be made by others any changes in or deletion of author attribution, trademark legend or copyright notice. You shall not acquire any ownership rights by downloading copyrighted material.

 

ii.                       Content provided on the Site is provided by Naot Finder solely for informational or entertainment purposes.  Do not rely upon any content on the Site for advice, diagnosis, and/or treatment of any health related condition.  Submissions or opinions expressed on this Site are that of the individuals expressing such submissions or opinions, may not reflect the opinions of Naot Finder , and in any event are not professionally endorsed.  Product representations expressed on this Site are those of the manufacturer or selling vendor, are not made by Naot Finder , and may not be reliable.

 

c.           Typographical Errors.  From time to time, a Product may be listed at an incorrect price, or with incorrect information resulting from to typographical errors or errors in transcribing information received by our vendors.  Naot Finder shall have the right to refuse or cancel any orders placed for product listed at the incorrect price.  Naot Finder shall have the right to refuse or cancel any such order whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, Naot Finder will promptly issue a credit to your credit card account in the amount of the charge.

 

d.           Equipment.  You shall have sole responsibility for obtaining and maintaining all telephone, computer hardware, software and other equipment needed for access to and use of the Site and all charges related thereto.

 

e.           Zero Tolerance on Fraud.  Naot Finder HAS ZERO TOLERANCE FOR ONLINE FRAUD. Each time You log in to the Site, Your IP address will be recorded.  This information may be used against fraudulent bidders.  Any acts of online fraud or suspicions thereof should be immediately reported to Naot Finder .  Naot Finder will notify and assist the appropriate law enforcement agencies in any case in which there is suspicion of fraudulent use of the Site.  Naot Finder will terminate and ban the user on the first offense.  Naot Finder may also maintain and enforce a blacklist to chronicle fraudulent users.

 

f.            Compliance with Laws;  Fraud.  The Site may be used only for lawful purposes and in a lawful manner.  You shall comply with all applicable laws, statutes and regulations regarding use of the Site, including but not limited to Your purchasing Products.  You may not register under a false name, or use an invalid or unauthorized credit card. You may not purchase Products under a false name, impersonate any other user, or use another participants password(s).  Such fraudulent conduct may violate Federal or State laws. Naot Finder intends to report suspicious or fraudulent conduct to law enforcement agencies, and will cooperate to ensure that violators are prosecuted to the fullest extent of the law.

 

4. Privacy, Monitoring and Disclosure; Breach

 

a.           Your Privacy.  Naot Finder will take precautions to protect Member’s information. When Naot Finder ’s registration/order form requests sensitive information (such as credit card numbers and/or social security numbers), that information will be protected as Naot Finder may deem appropriate from time to time, in keeping with general practices in the industry. If Naot Finder decides to change its privacy policy, it will post those changes on the Site so that Members will be aware of what information Naot Finder collects, how it will be used, and under what circumstances and to whom Naot Finder may disclose it.  If at any point Naot Finder decides to use personal information in a manner different from that stated at the time it was collected, Naot Finder will so notify Members.  Except as authorized herein and unless otherwise authorized or consented to by Naot Finder , You shall not to use any information regarding other participants which may be accessible on the Site or disclosed to You by Naot Finder , except to enter into and complete transactions.  You shall not use any such information for purposes of solicitation, advertising, unsolicited e-mail or spamming, harassment, invasion of privacy, otherwise objectionable conduct or otherwise in a manner inconsistent with Naot Finder ’s privacy policy.

 

b.           Monitoring and Investigation.  As permitted by applicable law and consistent with our privacy policy, Naot Finder reserves the right, but assumes no obligation, to monitor and investigate any activity and content on or associated with the Site. Naot Finder may also monitor and investigate any reported violation of its policies or complaints, and take any action that it deems appropriate.  Such action may include, but will not be limited to, issuing a warning, suspension or termination of service, denying access to and/or removing materials from the Site.  Without limiting the foregoing, Naot Finder reserves the right and discretion to remove, screen or edit any content that violates these provisions or is otherwise deemed objectionable or inappropriate by Naot Finder .

 

c.           Disclosure of Information.  As permitted by applicable law, Naot Finder reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with information requests, to protect Naot Finder ’s systems and customers, to allow users to resolve disputes, or to ensure the integrity and operation of Naot Finder ’s business and systems or other purposes deemed reasonable by Naot Finder , Naot Finder may access and disclose any information it considers necessary or appropriate, including, without limitation, user contact details, IP addresses, traffic information, usage history and posted content.

 

5. Certain Rights of Naot Finder

 

a.           Breach.  Without limiting its other remedies, Naot Finder may issue a warning, temporarily suspend, indefinitely suspend or terminate Your access to the Site, and refuse to permit access to or use of the Site to You (a) if You breach this Agreement; (b) if Naot Finder is unable to verify or authenticate any information You provide to Naot Finder ; or (c) if Naot Finder believes that Your actions may cause legal liability for You, other Site users, or Naot Finder .

 

b.           Termination.  Naot Finder may terminate this Agreement or Your access to the Site at any time in the event of any conduct by You which Naot Finder , in its sole discretion, considers to be unacceptable.

 

6. Purchase Terms

 

a.           Your Offer to Buy Is Your Agreement. Your offer to buy any Product is a legal offer to buy the Product at the price and on the terms proposed.  Once Naot Finder accepts Your offer, You shall be obligated to complete the transaction as accepted by Naot Finder . Accordingly, when You offer to purchase a Product on the Site, You propose a legally binding commitment which, upon acceptance by Naot Finder , constitutes a binding contract in which You are committed to purchase the Product at the proposed bid price and on the proposed terms.  Failure to perform such contract in accordance with the tenor of the contract manner will constitute your breach of the contract, expose you to a legal claim, and Naot Finder may also terminate Your Naot Finder membership. 

 

b.           A customer may return any new, unused item (evidencing no wear and tear, as determined by the vendor) to the vendor promptly, but not more than 45 days, after taking delivery of the item, and customer will be entitled to a refund of the customer’s full cost of the item, less the costs of shipping that item (including but not limited to the original shipping charge), plus a restocking charge of $5.

 

7. Payment

 

a.           General Payment Policies.

 

i.                        Payment in U.S. Currency Only.  All payments for Products must be made in United States currency.

 

ii.                       All Purchases Will Be Subject to Confirmation.  All of Your purchases and amounts owed for those purchases will be presented to You on one (1) or more notices that will be emailed to You and stored in Your account for 90 days from the purchasing date.  Naot Finder will use commercially reasonable efforts to post and make available to You Your invoices no later than twenty-four (24) hours after Naot Finder accepts Your payment.

iii.                      Payment Due Upon Purchase.  Payment for any Product is due promptly upon purchase.

 

iv.                      Your Transactions and Obligations.  By entering into this Agreement and offering to purchase a Product, You agree to complete the transaction.  In such a case, You will be held accountable if You do not fulfill Your obligation.  If payment is not made, purchasing privileges may be subject to temporary or permanent suspension, and Naot Finder . maintains the right to cancel outgoing Products in its own discretion.

 

v.                     Shipping Not Refundable.  Shipping costs and charges are not refundable, except in such situations where the Product is damaged, or does not substantially conform to the description on the Site of such Product.

 

b.           Naot Finder Rights If Payment Not Received In Full.  Your selection of a payment method will act as your representation and warranty to Naot Finder that You will be able to make full and immediate payment.  In the event that Your chosen payment method does not enable You to make full and immediate payment for any reason, including without limitation insufficient funds or credit decline, Naot Finder may in its sole and absolute discretion cancel Your purchase.  At the sole and exclusive discretion of Naot Finder , but without any obligation, Naot Finder may elect to accept alternate methods of payment.

 

c.           Payment Methods.

 

i.                        Accepted Payment Forms.  Naot Finder currently accepts:

(1)                                  Visa;

(2)                                  MasterCard;

(3)                                  American Express;

(4)                                  Discover;

(5)                                  Money orders (domestic); and

(6)                                  Certain third party payment services, including but not limited to PayPal.

 

ii.                       Third Parties.  Any payments made to Naot Finder through any third party payment service, such as PayPal, any credit card issuer, or any other party, will be an agreement between You and the third party service.  Naot Finder WILL HAVE NO ROLE OR RESPONSIBILITY IN ANY RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PAYMENT SERVICE.  ANY INFORMATION ABOUT THE SERVICES OF A THIRD PARTY PAYMENT SERVICE PROVIDED ON THIS SITE, OR OTHERWISE PROVIDED BY Naot Finder , IS FOR CONVENIENCE ONLY.  Naot Finder MAKES NO WARRANTY ABOUT THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION.

 

8. Sales Tax.

 

a.           Sales Tax Requirements.  Companies selling over the Internet are subject to the same sales tax collection requirements as any other retailers.

b.           New York Purchases.  Any Product purchased on Naot Finder being shipped to New York will be charged sales tax on the transaction.  Naot Finder will accept New York resale certificates only if submitted before or simultaneously with the closing of the transaction.

 

c.           Your Obligations. Naot Finder ’s sales tax collections procedures do not constitute a promise that You have no other sales or use tax liabilities as a result of Your purchase of Products through Naot Finder . You are solely responsible for reporting and remitting any sales or use tax You may owe under laws applicable to You.  As between Naot Finder and You, You agree that Naot Finder is not obligated to determine whether sales or use taxes apply and is not responsible to collect, remit or report any sales or use taxes arising from any transaction.

 

9. Shipping & Delivery.

 

a.           General Shipping Policies.

 

i.            Available Shippers.

 

(1)                                  Domestic.  All domestic orders (Products shipped within the United States) will be shipped by either the United States Postal Service (USPS) or FedEx.

 

(2)                                  International.  All international orders (Products shipped outside of the United States) will be shipped by FedEx International or UPS, and will bear customary and standard shipping charges to their destination.

 

ii.                       Time to Ship.  Naot Finder will not ship Products or begin to provide services until full payment for such Products or services has been received. Naot Finder will deliver Products to the shipper within five (5) business days of receiving payment for such Products. During peak season, Your order may take longer to ship.  Additional services may delay Your order.

 

iii.                      Priority Shipping.  We will endeavor to provide You the opportunity to elect priority shipping, subject to additional charges.  Priority shipping relates only to the services provided by a shipper and does not relate in any way to Naot Finder ’s time to deliver the Product with the shipper. Naot Finder will not be responsible for delays in shipping.  Naot Finder makes no warranty, express or implied, about the ability of any shipping company to deliver any package in a specified amount of time.  Any delays in shipping are the responsibility of the shipping company.

 

b.           Customs.  You are solely responsible for all customs fees and duties on Your package. Please consult Your local Customs Office for duties, regulations, and restrictions.

 

c.           Charges for Refused and Undeliverable Packages.

 

i.                        Restocking Charge.  Any package refused by the customer or returned to the vendor as undeliverable will be assessed a $5 restocking charge.

d.           Tracking Your Shipment.  To track Your shipment, You will require a Tracking Number from Naot Finder .  All Tracking Numbers will be available as promptly as practicable after your orde has been shipped in your online account with Naot Finder , and by calling Naot Finder for that information.

 

i.                        For questions on the status of Your FedEx package, please call 1-800-GO-FEDEX (1-800-463-3339).

 

ii.                       For questions on the status of Your USPS package, please call 1-800-ASK-USPS (1-800-275-8777).

 

e.           Estimated Delivery Date.  Naot Finder ’s vendor will cause Your package to de delivered to a shipper, and the shipper provides an estimated date and time of delivery, based on the shipping method You selected and other market and environmental factors.

 

f.            Lost Packages.  If You do not receive Your package, please file a claim with Naot Finder promptly, and in any event within 48 hours, from the estimated delivery date of Your package. Naot Finder will not be liable under any circumstance for lost or stolen packages; packages containing missing products; or vandalized packages.

 

10. Limited Warranty. Naot Finder hereby disclaims all warranties, express and implied, of every kind and nature on any Product, service or the Site, except as may be set forth in this Agreement, including the Naot Finder Limited Warranty.

 

11. No Warranties.  THE SITE IS PROVIDED ON AN “AS IS” BASIS, AND CUSTOMERS USE THE SITE AT THEIR OWN RISK. Naot Finder MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SITE OR ITS USE, INCLUDING WITHOUT LIMITATION:

 

a.           THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;

 

b.           THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, AND WILL SECURE OR OPERATE WITHOUT ERROR;

 

c.           ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF Naot Finder .

 

d.           TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, Naot Finder DISCLAIMS ANY AND ALL SUCH WARRANTIES.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, WHICH YOU MAY OBTAIN FROM Naot Finder OR THROUGH THE USE OF THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

 

12. Disclaimers.

 

a.           YOUR USE OF THE SITE IS AT YOUR SOLE RISK, AND Naot Finder WILL HAVE NO LIABILITY OR OBLIGATION TO YOU RESPECTING ANY DAMAGES OR INJURY YOU MAY SUFFER OR INCUR AS A RESULT OF ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER BASIS.  YOU SPECIFICALLY ACKNOWLEDGE THAT Naot Finder IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER MEMBERS, SUBSCRIBERS OR THIRD-PARTIES, AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

 

b.           IN NO EVENT WILL Naot Finder BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, AND CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SITE.

 

c.           IN ADDITION TO THE TERMS SET FORTH ABOVE NEITHER Naot Finder NOR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED ON THE SITE, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY.

.

d.           OTHER THAN AS SET FORTH IN THE LIMITED WARRANTY, Naot Finder WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, PRODUCTS, SERVICES AND THE SITE, THE INABILITY TO USE PRODUCTS, SERVICES AND THE SITE OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES WHETHER SUCH DAMAGES ARISE UNDER THEORY OF CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

 

e. YOU SHALL DEFEND, INDEMNIFY AND HOLD Naot Finder AND ITS SUBSIDIARIES, PARENTS, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES HARMLESS FROM, AGAINST AND WITH RESPECT TO ANY AND ALL CLAIMS, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING BUT NOT LIMITED TO FEES AND EXPENSES OF COUNSEL) ARISING OUT OF OR IN CONNECTION WITH (A) YOUR BREACH OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY DOCUMENTS INCORPORATED BY REFERENCE; (B) YOUR VIOLATION OF ANY STATE, FEDERAL, LOCAL, OR FOREIGN LAWS, CODES OR REGULATIONS; AND/OR (C) YOUR VIOLATION OF ANY THIRD PARTY’S RIGHTS, INCLUDING, BUT NOT LIMITED TO, INFRINGEMENT OF ANY COPYRIGHT, VIOLATION OF ANY PROPRIETARY RIGHT AND INVASION OF ANY PRIVACY RIGHTS.  THIS OBLIGATION WILL SURVIVE TERMINATION OF THIS AGREEMENT.

 

13. Intellectual Property.

 

a.           Trademarks.  Naot Finder ’s names, logos and tag lines are trademarks of Naot Finder and its affiliates.  All rights are hereby expressly reserved.  All other trademarks appearing on the Site are the property of their respective owners.  This Agreement does not constitute a license to use any such trademarks.

 

b.           Copyrights.  Naot Finder respects the rights of all copyright holders, and in this regard, Naot Finder has adopted and implemented a policy that provides for the termination in appropriate circumstances of subscribers and account holders who infringe the rights of copyright holders. If You believe that Your work has been copied in a way that constitutes copyright infringement, please provide Naot Finder with the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. ¤ 512:

 

i.                        A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

 

ii.                       Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

 

iii.                      Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

 

iv.                      Information reasonably sufficient to permit us to contact the complaining party;

 

v.                       A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

 

vi.                      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 of an exclusive right that is allegedly infringed.

14. Applicable Law and Dispute Resolution

 

a.           Governing Law.  Any actions arising out of, relating to or in connection with the Site or the business of Naot Finder will be governed by, and construed and enforced in accordance with, the laws of the State of New York, without reference to principles of conflict of laws.  You hereby consent to the jurisdiction and venue of courts located in New York County, New York, New York in connection with resolution of any dispute or disagreement between You and Naot Finder .

 

b.           Arbitration Optional to Naot Finder .  ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL, AT THE ELECTION OF Naot Finder , BE RESOLVED BY BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION.  IN THE EVENT THAT Naot Finder ELECTS TO ARBITRATE THE DISPUTE, SUCH DISPUTE SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND SHALL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY.  THE ARBITRATION WILL BE CONDUCTED IN NEW YORK, NEW YORK, AND JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION IN THE MATTER.  Naot Finder MAY SEEK ANY INTERIM OR PRELIMINARY RELIEF FROM A COURT OF COMPETENT JURISDICTION, IF Naot Finder BELIEVES IT TO BE NECESSARY OR DESIRABLE TO PROTECT RIGHTS OR PROPERTY PENDING THE COMPLETION OF SUCH ARBITRATION.  EACH OF Naot Finder AND YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND SUBMIT TO THE JURISDICTION OF SUCH COURTS OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SITE, OR ANY BUSINESS CONDUCTED BY Naot Finder AND YOU.

 

15. General Provisions

 

a.           Entire Agreement.  This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, claims, representations and understandings the parties may have in connection herewith.

 

b.           Agency; Third-Party Beneficiaries. Naot Finder is not Your agent, fiduciary, trustee or other representative.  With the sole exception of Naot Finder ’s vendors, nothing in this Agreement is intended or shall be construed or interpreted to give to any person not a party hereto any right, remedy or claim under or in respect to this Agreement.

 

c.           Severability.  If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severed from this Agreement as if it had never been contained herein, and shall not affect the validity or enforceability of any other provisions of this Agreement.

 

d.           No Waiver.  Naot Finder ’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of Naot Finder ’s right subsequently to enforce such provision or any other provisions of this Agreement.

 

e.           Headings. The section headings used herein are for convenience only,. and shall not be or be deemed to govern or control the contents of the sections to which they refer.

 

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