Legal Terms and Conditions
1. Agreement and Acceptance Of Terms
By accessing or using the Services, you understand and agree that:
• You represent and warrant to us that you are able to enter into legally binding contracts, and you agree that this Agreement legally binds you in the same manner that a signed, written, paper contract does. You may not use the Services in any manner or attempt to access the Services if you are not willing to be bound and abide by this Agreement.
Your use of certain Services such as Concierge may be subject to additional terms and conditions. By using any such Services, you also agree to be bound by such additional terms and conditions.
• The Services are intended to be accessed and used only by individuals that have reached the legal age of majority in the jurisdiction where they are located, which may be 18 years or older, depending on the jurisdiction.
You may not use or access the Services unless you have reached the legal age of majority in the jurisdiction where you are located.
• Subject to the terms of this Agreement, PDR grants you a revocable, non-transferable, non-exclusive limited license to access and use those portions of the Services to which you are granted access.
2. About Personal Data Reference Inc.
Personal Data Reference, Inc. (PDR) provides a complete personal information management solution to manage the ever increasing data related to you and your family. Our tools and solutions provide you with up-to-date, easily accessible information and documents from one secure place. Additionally, PDR, offers personalized organization services, based on your circumstances – retired, change in life stage, etc. Our offerings are designed to reduce the stress of gathering and organizing your assets and estate, allowing you to enjoy life knowing that your data is readily available and your affairs are in order at all times.
Personal Data Reference, Inc. is a DE corporation, with operations in New York City.
3. Description of our Services
Our goal is to provide you with a customizable personal information management solution to live a worry-free life. Our Services comprised of the following features, delivered to you through our Services and our professionals, are as follows:
Personal data aggregation
We offer personal data aggregation services, where PDR, acting as your authorized agent, will retrieve your real estate, health, financial and other information, such as valuations, health history, prescriptions and diagnoses, your financial account balances, transactions and holdings, from financial institutions you designate and other data providers that PDR selects. Account aggregation is an optional Service you may utilize by providing certain account credentials, allowing us to securely connect with third party financial institutions and data providers, to present your family’s personal information within our Services. Our account aggregation Services are refreshed regularly to keep you up-to-date with your information.
Your personal account information, collected through account aggregation or manual information you provide, is used to display your consolidated personal data. These may include various charts, detailed transactional data, missing items, alerts, recommendations and other data that may help you manage various aspects of your personal information.
Financial and other insights
Your personal information, along with aggregated information may be used to provide insights and recommendations for you and your family, so that you can take advantages of opportunities or stay apprised of changes in regulations.
Concierge Services allow you to offload the task of organizing your family’s personal information. You can send us your documents/materials via certified mail or UPS or Fedex and our organizational professionals will classify and enter the data into our Services which you will then be able to access and manage going forward.
Your data and Permissions
When you use our Services, you provide us with your files, content, contacts and more. Your data belongs to you. These Terms don’t give us any rights to your data except for the limited rights that enable us to offer the Services.
You give us permission to host, back up, invite others and share your specific information with others such as members of your family or your professionals or advisors, such as your accountants, attorneys and more, so please think carefully about what and whom you share with. Our Services also provide you with searching and sorting capabilities. These and other features may require our systems to access, store and scan your data and documents. You give us permission to do those things, and this permission extends to trusted third parties we work with.
Ideally, you have set up individuals who can act on your behalf should you become unable to access your information. If not, we need to validate your incapacity and the identity and status (Power of Attorney, Executor, etc.), identity of the requesting individual, etc. For access to third parties other than those verified or already have access, including access by your estate, court order, subpoena, and so forth, we will comply with official and validated requests and you hereby authorize us to charge an administration fee calculated so that we may retain professional assistance to comply with such official or non-standard requests.
4. Information from Third Party Sites
With the Services, PDR may retrieve generally available information maintained online by third-party financial institutions where your accounts are held, or from third party data providers to provide Services. PDR works with one or more online service providers, however PDR makes no effort to review the information they provide for any purpose, including but not limited to accuracy, legality or non-infringement. PDR is not responsible for the products and services offered by or on third-party sites.
PDR cannot always foresee or anticipate technical or other difficulties, which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. PDR cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. For example, when displayed through the Services, Information is only as fresh as the time shown, which reflects when the information was last obtained from such sites. Such information may be more up-to-date when obtained directly from the relevant sites. You can refresh your Account Information through the Services, in the manner prescribed in the documentation.
5. Services – Disclaimers
By using the Services, you understand and acknowledge that any recommendations or insights provided by PDR cannot be guaranteed, and that you should consult a professional for your particular situation.
While the financial or other insights we provide may assist in helping you manage your finances, you should consult with a professional before making legal, health and financial decisions or deciding on significant changes to your life strategy.
6. Acting As Your Authorized Agent
By accessing and using the health, financial, real estate or other aggregation Service, you expressly authorize and direct PDR, on your behalf, to electronically retrieve your account information maintained by third-party institutions with which you have a legally binding customer relationship (“Account Information”). PDR may work with one or more third party financial service technology providers to access and retrieve your Account Information.
FOR PURPOSES OF THIS AGREEMENT AND SOLELY TO OBTAIN AND PROVIDE THE ACCOUNT INFORMATION TO YOU AS PART OF THE SERVICES, YOU GRANT PDR A LIMITED POWER OF ATTORNEY, AND APPOINT PDR AS YOUR ATTORNEY-IN-FACT AND AGENT, WITH FULL POWER OF SUBSTITUTION AND RE-SUBSTITUTION, FOR YOU AND IN YOUR NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO ACCESS THIRD PARTY SITES, SERVERS OR DOCUMENTS, RETRIEVE INFORMATION AND USE YOUR INFORMATION WITH THE FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN CONNECTION WITH SUCH ACTIVITIES, AS FULLY TO ALL INTENTS AND PURPOSES AS YOU COULD DO IN PERSON.
YOU ACKNOWLEDGE AND AGREE THAT WHEN PDR IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, PDR IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF ANY THIRD PARTY. YOU AGREE THAT THIRD PARTY ACCOUNT PROVIDERS SHALL BE ENTITLED TO RELY ON THE FOREGOING AUTHORIZATION, AGENCY AND POWER OF ATTORNEY GRANTED BY YOU. You understand that the Services are not endorsed or sponsored by any third party account providers accessible through Services.
7. Your Electronic Disclosure Consent
To enroll for use of our Services, you must consent to receive all notices and information regarding Services electronically. Electronic communications may be posted in your online account and/or delivered to your registered e-mail address. All communications in electronic format will be considered to be in “writing,” and to have been received no later than five (5) business days after posting or dissemination, whether or not you have received or retrieved the communication. Your consent to receive communications electronically is valid until you revoke your consent by notifying us of your decision to do so. If you revoke your consent to receive communications electronically, we will terminate your right to use our Services. It is your responsibility to provide us with true, accurate and complete e-mail addresses, contact and other information related to this disclosure and to maintain and update promptly any changes in this information. We will treat your provision of an invalid e-mail address or any subsequent problems of delivery to a previously valid e-mail address as a withdrawal of your consent to receive electronic communications. You may print a copy of any electronic communications and retain it for your records. We reserve the right to terminate or change the terms and conditions on which we provide electronic communications and will provide you notice thereof in accordance with applicable law.
8. Your Registration Information
In order to use our Services, you will first need to create an Account on www.jazmine.com . To establish an Account you may need to provide personally identifiable information (“Personal Information”) that is collected on the secure enrollment page. This may include, but is not limited to, such information as your name, email address, login information, password and telephone contact information. Required registration information may change from time to time.
If you become aware of any unauthorized use of your Registration Information, you agree to notify PDR immediately via our Contact page form on our Help page athttp://feedback.jazmine.com.
9. Privacy and Your Personal Information
10. Cost of Services
In general, additional charges are as follows:
Special Claim (executor, power of attorney, etc.): $90 (for standard validation and processing)
Court Affidavits: $145
Special Servicing, Testimony and Validation Requirements: $150/hour
Concierge Services are priced on a per client basis.
Requests for information are intended to be limited to the account holder, designated authorized persons. Requests from individuals outside of these categories will incur a charge to cover security and validation.
11. Other Obligations While You Use the Services
Confidentiality: You agree and understand that you are responsible for maintaining the confidentiality of your Login information and password. You should also maintain appropriate antivirus and anti-malware software on your computer, so that your Login information is not compromised through your own negligence. If you receive evidence that someone has committed fraud by accessing your online PDR Account you must contact us IMMEDIATELY at email@example.com.
You agree that you will NOT do any of the following:
(i) engage in behavior that will put your personal information at unnecessary risk, such as leaving, transmitting, or publishing your Login or passwords;
(ii) use our Dashboard, Services or any of your accounts for illegal purposes,
(iii) use our Services to transmit anything that is unlawful, libelous, intended to harass or violate the rights of another;
(iv) Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search jazmine.com, other than the search engines and search agents available through the Service and other than generally available third-party web browsers (such as Microsoft Explorer);
(v) resell or make any commercial use of the Services, as they are intended solely for your use as an end user;
(vi) reverse engineer or decompile any technology associated with the Services, including but not limited to any software applications, applets or plug-ins associated with the Services;
(vii) use any robot, spider, webcrawler, scraper, deep link or similar automated extraction or data gathering mechanism, program or tool to access, copy or monitor our Services or any portion thereof without our prior written consent;
(viii) post or transmit any file or email which contains viruses, worms, Trojan horses or any other damaging or destructive elements; or otherwise interfere with the proper working of our Services;
(ix) transfer or resell our Services.
Consent to Recording. You consent to the recording of any electronic or written correspondence and any or all telephone conversations between you, us and any of our Affiliates in connection with this Agreement or the Services and agree and understand that recordings may be submitted in evidence in any legal proceeding relating to this Agreement.
For compliance and regulatory purposes, we reserve the right to keep an audit trail of all communications, access by yourself and anyone whom you have given access privileges, alerts, financial insights or recommendations that we provided to you.
12. Rules for Posting
As part of the Service, PDR may allow Members to post content on bulletin boards, blogs and at various other publicly available locations on its Services. These forums may be hosted by PDR or by one of our third party service providers on PDR’s behalf. You agree in posting content to follow certain rules.
· You are responsible for all content you submit to PDR.
· By submitting content to us, you represent that you have all necessary rights and hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, modify, display, and perform all or any portion of the content in connection with Services, including without limitation for promoting and redistributing part or all of the site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your posted content through PDR’s services, and to use, reproduce, distribute, prepare derivative works of, display and perform such content as permitted through the functionality of PDR’s services and under this Agreement.
· You may not post or transmit any message which is libelous or defamatory, or which discloses private or personal matters concerning any person. You may not post or transmit any message, data, image or program that is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, racially or ethnically offensive; that encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; or that is otherwise inappropriate.
· You may not post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion.
· You may not interfere with other Users’ use of the Service, including, without limitation, disrupting the normal flow of dialogue in an interactive area of jazmine.com, deleting or revising any content posted by another person or entity, or taking any action that imposes a disproportionate burden on the Service infrastructure or that negatively affects the availability of the Service to others.
· Except where expressly permitted, you may not post or transmit charity requests; petitions for signatures; franchises, distributorship, sales representative agency arrangements, or other business opportunities (including offers of employment or contracting arrangements); club memberships; chain letters; or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials or any other solicitation of other users to use goods or services except in those areas (e.g., a classified bulletin board) that are designated for such purpose.
· You agree that any employment or other relationship you form or attempt to form with an employer, employee, or contractor whom you contact through areas of jazmine.com that may be designated for that purpose is between you and that employer, employee, or contractor alone, and not with us.
· You may not copy or use personal identifying or business contact information about other Users without their permission. Unsolicited e-mails, mailings, telephone calls, or other communications to individuals or companies whose contact details you obtain through the Service are prohibited.
· You agree that we may use any feedback, suggestions, or ideas you post in any way, including in future modifications of the Service, other products or services, advertising or marketing materials. You grant us a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to us in any way.
13. Social Media Sites
14. Confidentiality and Feedback
We always welcome your correspondence, feedback, comments, complaints and suggestions (collectively, “Feedback”) as this will help us improve our Services. As we develop the Services, you agree that all such Feedback becomes our confidential information (“Confidential Information”). In addition, any of our trade secrets, computer software, product specifications as well as any non-public technical, financial or business information that we share with you is also our Confidential Information. You agree not to disclose or share any of our Confidential Information with any third party, including, without limitation, any members of the press or colleagues. With respect to the Feedback, you grant us a worldwide, nonexclusive, royalty-free, perpetual and irrevocable right and license to use, edit and excerpt such Feedback for any purpose, including without limitation incorporation of such Feedback into our Services. Feedback may be submitted to firstname.lastname@example.org.
15. Third Party Software and Service Providers
PDR and Third Party Offers: Some parts of the Services may, either today or in the future, be supported by advertising or marketing partnership relationships. We will always disclose when a particular PDR third party offer is sponsored or when a third party compensates PDR in connection with the sponsored offer.
16. Ownership, Copyright, and Trademark
The technology and content used to offer, or provided in connection with, the Services, including but not limited to our Dashboard, browser software plug-in, smart phone software and tablet software, are either owned by us or licensed by us from third party licensors. Such content includes its “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs), tutorials, notices, and our promotional materials, which is protected by the copyright law of the United States and international treaties, trademark and patent laws, and other intellectual property laws. As part of the Services, we grant you a nonexclusive, limited, royalty-free license during the term of this Agreement to use our Dashboard content strictly to facilitate your personal, non-commercial use of our Services. Jazmine.com and its logo are our trademarks and service marks. All other product names and company logos found on promotional materials are the trademarks or service marks of their respective owners. Except as indicated in this paragraph, you may not copy, reproduce, perform, create derivative works from, republish, upload, post, transmit, or distribute in any way whatsoever any of our content or information without our express, written consent. You also agree not to remove any of our copyright or trademark notices from the information we provide to you as part of the Services.
You may download or print a copy of your information provided on jazmine.com for your personal, internal and non-commercial use only. Any distribution, reprint or electronic reproduction of any content from jazmine.com in whole or in part for any other purpose is expressly prohibited without our prior written consent.
17. Disclaimer of Representation and Warranty
PDR, LICENSORS AND AGENTS REPRESENT THAT PDR SERVICES AND THE SITE ARE “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. PDR, LICENSORS AND AGENTS ASSUME NO RESPONSIBILITY FOR ERRORS OR OMISSIONS MADE BY YOU, OR ERRORS OR OMISSIONS IN THE CONTENT, INFORMATION OR OTHER DOCUMENTS WHICH ARE REFERENCED BY OR LINKED TO THE SERVICES AND/OR THE SITE. WITH RESPECT TO THE PDR SERVICES, AND ALL CONTENT, DATA AND INFORMATION IN RELATION THERETO, PDR, LICENSORS AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOUR USE OF THE SERVICES AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM OUR SITE IS AT YOUR SOLE RISK.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PDR, LICENSORS AND AGENTS WILL NOT BE LIABLE FOR THE ACCURACY OR RELIABILITY OF ANY DATA, INFORMATION OR CONTENT, FOR ANY SERVICES INTERRUPTIONS, OR FOR ANY FAILURE OR DELAY RESULTING FROM ANY ACTS OF FORCE MAJEURE OR ACTS THAT ARE OTHERWISE OUTSIDE OF PDR’S OR ITS LICENSORS’ OR AGENTS’ REASONABLE CONTROL, OR ANY INTERNET OR ELECOMMUNICATIONS FAILURE OR YOUR INABILITY TO ACCESS THE SERVICES OR THE SITE. NOR CAN PDR OR ITS AFFILIATES, LICENSORS OR AGENTS GUARANTEE THE COMPLETE SECURITY OF THE SERVICES OR THE SITE, THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS OR THAT ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. YOU AGREE THAT ANY DOWNLOADS OF CONTENT OR MATERIALS RELATED TO THE SERVICES OR THE SITE IS DONE AT YOUR OWN RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER/SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF OR ACCESS TO ANY SUCH MATERIALS. IN ADDITION, WE CANNOT ALWAYS ANTICIPATE TECHNICAL OR OTHER DIFFICULTIES WITH THE SERVICES, EITHER PRESENTLY OR AS THEY EVOLVE; THE SERVICES MAY CONTAIN BUGS, ERRORS OR OTHER PROBLEMS, WHICH MAY RESULT IN LOSS OF DATA OR SETTINGS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NEITHER PDR NOR ITS CONTENT PROVIDERS SHALL BE RESPONSIBLE FOR INVESTMENT AND OTHER FINANCIAL DECISIONS, DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THIS SITE. NEITHER PDR NOR ITS CONTENT PROVIDERS SHALL BE CONSIDERED AN “EXPERT” UNDER THE SECURITIES ACT OF 1933. NEITHER PDR NOR ITS CONTENT PROVIDERS WARRANT THAT THIS SITE COMPLIES WITH THE REQUIREMENTS OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, THE SECURITIES AND EXCHANGE COMMISSION OR ANY SIMILAR ORGANIZATION OR REGULATOR OR WITH THE SECURITIES LAWS OF ANY JURISDICTION.
18. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIABILITY OF PDR, ITS AFFILIATES, LICENSORS AND AGENTS TO YOU SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100). PDR, LICENSORS AND AGENTS SHALL NOT IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR DAMAGES MEASURED BY LOST PROFITS, OR FOR DAMAGES FOR LOST OPPORTUNITY, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA OR OTHER INTANGIBLE LOSSES, EVEN IF PDR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES OR THE SITE; THE SERVICEST OF SUBSTITUTE GOODS OR SERVICES; ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICES; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, STATEMENTS OR CONDUCT OF ANYONE RELATED TO THE SERVICES; THE PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY ACCOUNT PROVIDER SITE, EVEN IF THE PROVIDER HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR ANY PROVIDER OR THIRD PARTY WEBSITE, OR ANY OTHER MATTER RELATING TO THE SERVICES OR THE SITE. Some jurisdictions do not permit the limitation or exclusion of certain categories of liability, so some of the above limitations may not apply to you.
19. Ending Your Relationship with PDR
This Agreement will continue to apply until terminated by either you or us as set out below. If you want to terminate your legal agreement with us, you may do so by closing your account for the Services.
Please use the directions below to close your account:
Email email@example.com from the email address associated with your PDR account, indicating “CANCEL” in the subject line of the message. After confirming you are the account owner we will remove your accounts, transactions, and login information from our records and will only continue to retain such information as we are required by law to retain.
We reserve the right to terminate our legal agreement with you (by providing an email notice of such termination): (i) if you have breached any provision of this Agreement (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of this Agreement); (ii) if we believe we are required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); (iii) if we no longer offer any of the Services you utilize; (iv) if you no longer agree to the terms and conditions of this Agreement; or (v) for any other reason or no reason, in our sole and absolute discretion. The termination of this Agreement will not affect any of our rights or your obligations arising under this Agreement prior to termination.
20. Not a Financial Planner, Broker or Tax Advisor or Legal Service Provider
NEITHER PDR NOR THE SERVICE IS INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVICE. PDR IS NOT A FINANCIAL PLANNER, BROKER OR TAX ADVISOR nor do we provide Legal Services. The Service is intended only to assist you in your personal organization and decision- making and is broad in scope. Before making legal, financial or investment decisions, we recommend that you contact an investment advisor, or tax, legal or other professionals as needed.
21. Not Medical Advice; U.S. Use Only
The jasmine.com Health section does not offer medical advice. Any content accessed through the Health section is for informational purposes only, and is not intended to cover all possible uses, directions, precautions, drug interactions, or adverse effects. This content should not be used during a medical emergency or for the diagnosis or treatment of any medical condition. Please consult your doctor or other qualified health care provider if you have any questions about a medical condition, or before taking any drug, changing your diet or commencing or discontinuing any course of treatment. Call 911 or your doctor for all health/medical emergencies.
22. Alert Disclaimer
You understand and agree that any alerts provided to you through the Service may be delayed or prevented by a variety of factors. AboutOne does its best to provide alerts in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of the content of any alert. You also agree that AboutOne shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.
23. Governing Law and Venue
This Agreement and any Services provided hereunder will be governed exclusively by the laws applicable in the State of New York, excluding its provisions on conflicts or choice of law. Subject to the arbitration provision below, you irrevocably and unconditionally consent to submit to the exclusive jurisdiction and venue of the state courts in New York County, New York or federal court for the Southern District of New York with respect to any dispute or litigation arising under this Agreement or as the result of any Services.
ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY BINDING ARBITRATION IN SAN JOSE, CALIFORNIA BEFORE A SOLE ARBITRATOR.
THE ARBITRATION SHALL BE ADMINISTERED BY JAMS PURSUANT TO STREAMLINED ARBITRATION RULES AND PROCEDURES, AND THE ARBITRATOR SHALL APPLY THE LAWS APPLICABLE IN THE STATE OF CALIFORNIA. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION AS SPECIFIED ABOVE UNDER “GOVERNING LAW AND VENUE.” THIS CLAUSE SHALL NOT PRECLUDE PARTIES FROM SEEKING PROVISIONAL REMEDIES IN AID OF ARBITRATION FROM A COURT OF APPROPRIATE JURISDICTION. THE ARBITRATOR MAY, IN THE AWARD, ALLOCATE ALL OR PART OF THE COSTS OF THE ARBITRATION, INCLUDING THE FEES OF THE ARBITRATOR AND THE REASONABLE ATTORNEYS’ FEES OF THE PREVAILING PARTY, AND SHALL DETERMINE THE PREVAILING PARTY FOR THIS PURPOSE.
25. Change of Terms
We may revise this Agreementat any time, and therefore we suggest that you check this Agreement from time to time. We may notify you of any changes at the e-mail address associated with your Account and you agree to accept email communications, links to and/or our posting of any revised Agreement on our Dashboard, and you agree that any of these means of our communicating a change in the Agreement constitutes adequate notice to you. Your continued access or use of the Dashboard or any of the Services indicates your agreement to be bound by any such revisions.
You agree to indemnify, defend and hold us and any of our Affiliates, licensors and agents, and all of their officers, directors, employees, agents, information providers and licensors harmless from and against any and all third-party claims, damages, liability and costs (including attorneys’ fees and costs) incurred by any of these parties that arise out of or are caused b y your use of our Services and/or our Dashboard, your violation of this Agreement, your infringement of any intellectual property rights (including without limitation relating to your secret image that you selected for authentication purposes), or violation by any user of your Account. In the event that there are third party claims against you for which you properly seek damages from us under this Agreement, or we are subject to any claim for which we have the right to be indemnified by you, we reserve the right at our expense in the case of claims by third parties against you, and at your expense in the case of claims for which we have the right to be indemnified by you, to assume the exclusive defense and control of any such claim, and you agree that in any event no such claim can be settled without our written consent.
We have the right to assign or transfer this Agreement, in whole or in part, to any other entity without your consent, at any time during the term of this Agreement. You will be notified of any such assignment or transfer. Any assignment that constitutes an assignment for regulatory by PCAC of its advisory relationship would be done only with your consent, which may be obtained through prior notice to you and the absence of your timely email or written objection. You have no right to assign or transfer this Agreement or your rights or obligations hereunder.
28. Waiver and Severability
We do not waive our rights by delaying or failing to exercise them at anytime. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any governmental agency, local, state, or federal, the validity or enforceability of any other provision of this Agreement shall not be affected.
29. Section Headings
Section headings in this Agreement are for convenience of reference only, and shall not govern the interpretation of any provision of this Agreement.
30. English Language Controls.
Any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.
31. Entire Agreement.
In the event of a conflict between the terms of this Agreement and the terms of an exhibit, amendment, schedule, addendum or disclosure, the terms of the exhibit, amendment, schedule, addendum or disclosure shall prevail but, solely as to the subject matter herein.