INSTITUTE.COM TERMS AND CONDITIONS OF SERVICE
Version 2.0, July 1, 2018
Thank you for visiting florida-institute.com, a website owned and operated by the Institute for Commercialization of Florida Technology (Institute). Access to this web site (the "Site"), is offered to you, the individual User, by Institute subject to these Terms and Conditions of Service.
PLEASE READ THIS DOCUMENT CAREFULLY! THESE TERMS AND CONDITIONS OF SERVICE ("TERMS AND CONDITIONS") GOVERN YOUR USE OF THE SITE INCLUDING IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. YOU ARE ADVISED TO USE THE PRINT BUTTON BELOW TO PRINT OUT A COPY OF THESE TERMS AND CONDITIONS TO KEEP FOR YOUR OWN RECORDS.
By accessing or using the Site, you (the "User", or "you") signify that you have read, understand and agree to be bound by these Terms and Conditions, whether or not you are a registered user of the Site. We reserve the right, at our sole discretion, to change or modify these Terms and Conditions from time to time, with or without notice. Any changes to the Terms and Conditions will be in writing and posted on the Site. The date of the latest changes will be indicated at the top of the document. You are advised to check the Terms and Conditions periodically for updates. Continued use of this Site following the posting of changes will mean that you agree to be bound by such changes. If you do not agree to abide by these or any future Terms and Conditions, do not use or access (or continue to use or access) the Site or our services.
1. USE OF THE SITE, GENERAL TERMS
1.1 License. Subject to eligibility requirements set forth in Section 1.2 below, Institute grants you a non-exclusive, fully revocable, non-transferable, limited right and license to access and use this Site, utilize Institute services, including but not limited to e-mail, newsletter dissemination, video posts, podcasts, information requests, business information postings via the Site (the "Institute Services"), and view and privately display the Site Content, all in strict conformity with these Terms and Conditions. You may cache pages of the Site for the sole purpose of increasing the speed and efficiency at which you access the Site in the future. However, no other copy or use of any portion of the Site is authorized or otherwise permissible except as specifically permitted hereunder, and such unauthorized copy or use shall constitute an act of copyright infringement. "Site Content" means any and all human readable audio and/or visual elements of the Site, including without limitation, User Content, any text, graphics, images, illustrations, photographs animation, video/audio or audiovisual works, designs or logos, information, and other content made available through the Site.
1.2 Eligibility. Registration with the Site and/or use of Institute Services is void where prohibited. This Site is intended solely for users who are eighteen (18) years of age or older, and users of the Site under 18 who are currently in college. Any registration by, use of or access to the Site by anyone who is under 18 and not in college, is unauthorized, unlicensed and in violation of these Terms and Conditions. By using the Institute Services or the Site, you represent and warrant that you are 13 or older and in college, or else that you are 18 or older, and that you agree to and to abide by all of the terms and conditions set forth herein.
1.3 Registration Data; Account Security. In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Information"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Information, and any other information you provide to Institute, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.
1.4 Proprietary Rights in Site Content; Limited License. All content available on or through the Site, including pictures, names, e-mail addresses, newsletters, designs, text, graphics, pictures, video, information, music, sound and other files, and their selection and arrangement (the "Site Content"), are proprietary to Institute, its registered Users or its licensors with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Institute's prior written permission, except that the foregoing does not apply to a User's own User Content (as defined below) that has been legally provided to the Site. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of Institute, is strictly prohibited and will terminate the license granted above. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms and Conditions shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.
1.5 User Conduct. You understand that except for advertising programs offered by Institute on the Site, the Institute Service and the Site are available for your personal, non-commercial use only. You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material. In addition, you agree not to use the Institute Service or the Site to:
- upload, post, transmit, share, store or otherwise make available any content deemed to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
- harvest or collect e-mail addresses or other contact information of other Users from the Site by electronic or other means for any purposes including without limitation to send unsolicited emails or other unsolicited communications;
- use the Institute Service or the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site;
- use automated methods to collect information from or otherwise interact with Users through the Institute Service, the Institute Service itself, or the Site;
- upload, post, transmit, share, store or otherwise make available any image, audio, video or other multimedia content other than those of a personal nature that: (i) are of you or your friends, (ii) are taken by you or your friends, or (iii) are original works created by you or your friends;
- register for a User account on behalf of an individual other than yourself, or register for a User account on behalf of any group or entity;
- impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
- upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, offers, solicitations, promotional materials, "junk mail," "spam," or any other form of solicitation;
- upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
- solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;
- upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- intimidate or harass another;
- upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
- use or attempt to use another's account, service or system without authorization from Institute, or create a false identity on the Site.
- upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of Institute, is false, misleading, objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose Institute or its Users to any harm or liability of any type.
If you violate any provision of these Terms and Conditions, your permission to use the Site and Institute Services automatically terminates and you must immediately destroy any copy you may have of any of the Site Content. Any other use or exploitation of this Site, including the Site Content, is strictly prohibited. You agree not to interrupt, or attempt to interrupt, the operation of the Site in any way.
2. USER CONTENT
2.1 User Content Posted on the Site. You are solely responsible for the photos, profiles (including your name, image, and likeness), personal and business information, messages, notes, text, information, music, video, and other content that you upload, (hereinafter, "post") on or through the Institute Service or the Site, or transmit to or share with other Users (collectively the "User Content"). You may not post, transmit, or share User Content on the Site or Institute Service that you did not create or that you do not have permission to post. You understand and agree that the Institute may or may not review the Site, but shall have at all times the right (but not the obligation) to delete or remove (without notice) any Site Content or User Content in its sole discretion, for any reason or no reason, including User Content that in the sole judgment of Institute violates these Terms and Conditions, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to Institute. Without limiting any other provision of these Terms and Conditions, you agree that none of your User Content will contain information or content that (i) infringes on the copyright or any other rights of any person or entity; (ii) reveals trade secrets or any information which you have agreed, expressly or impliedly, to keep confidential; (iii) includes sexually explicit images, depictions, or content; (iv) is obscene, indecent, defamatory, abusive, or otherwise unlawful; (v) contains a virus or any other potentially damaging content; (vi) constitutes harassment or stalking; or (vii) constitutes invasion of privacy, or misappropriation of statutory or common law rights to publicity or personality. Additionally, even if such content is legal, you agree that none of your User Content will contain information or content that: (A) contains or constitutes commercial advertising, or political tracts; (B) constitutes, contains, or encourages "make-money fast" type messages, "chain letters" or "pyramid schemes" of any type; (C) contains false or misleading information; (D) is purportedly sent from a person other than yourself (e.g., impersonation of another person or user); or (E) with respect to Institute Services, constitutes mechanisms for real time dialogue between Users.
2.2 License to User Content. When you post User Content to the Site, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the Institute’s review and storage of the User Content on the Site. By posting User Content to any part of the Site, or by sending any other information or file to Institute, including without limitation any ideas, suggestions, or concepts, you automatically grant to Institute a world-wide, royalty-free, fully paid, irrevocable, perpetual, non-exclusive, transferable, right and license (with the right to sublicense) to use, reproduce, copy, adapt, publicly perform, publicly display, publish, reformat, translate, excerpt (in whole or in part), edit, translate, distribute and otherwise exploit such User Content and other User provided material, including, but not limited to, all rights in copyright to such material and all elements thereof alone or as part of other works, throughout the universe, in perpetuity, in any form, media, or technology, whether now known or hereafter devised, and to sublicense such rights through multiple tiers of sublicenses, all without any obligation to you or any third parties, whether by way of compensation, attribution or otherwise for any purpose, commercial, advertising, or otherwise. Such right and license shall include without limitation Institute's use of User Content or other User provide material on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works which may utilize user content in a non-user identifying manner. You may remove your User Content from the Site at any time, however you acknowledge that Institute may retain archived copies of your User Content. Institute does not assert any ownership over your User Content; rather, as between us and you, subject to the rights granted to us in these Terms, you retain full ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content.
2.3 Representations and Warranties. You represent, warrant, and guarantee that (a) you have the full and unrestricted right to grant such rights to User Content and other material you submit to Institute, and that there are no other agreements with any third party in conflict herewith; (b) you have obtained licenses and full and complete written consent and releases of all relevant rights (including without limitation name, publicity and likeness rights) from third parties including without limitation each and every identifiable person in the User Content; and (c) Institute's exercise of its rights granted by you hereunder shall not infringe upon any copyright or any other subsisting right of any third party. You waive any and all so-called "Moral Rights" or similar rights under any jurisdiction, now or hereafter recognized with respect to Institute’s (or its assignee's) exercise of its rights hereunder. Moreover, you agree to indemnify and hold Institute harmless from and against any and all claims, demands, damages, losses, liabilities and causes of action of any kind or character, made by you or any third party against Institute, arising out of or relating to Institute's exercise of such rights to User Content, your publication or transmittal of any materials, or your failure to comply or your alleged failure to comply with these Terms and Conditions. This defense and indemnification obligation shall survive this Agreement and your use of the Site.
2.4 Copyright Complaints. We respect the intellectual property rights of others and we prohibit users from uploading, posting or otherwise transmitting on the Site or Institute Service any materials that violate another party's intellectual property rights. When we receive a reasonably detailed, written notification of an alleged copyright infringement, in conformity with requirements applicable to "Take-Down Notices" under the Digital Millennium Copyright Act ("DMCA") with respect to Site Content, we will promptly investigate such allegation and/or remove or disable access to the allegedly infringing material. We will also terminate the accounts of repeat infringers as described below. If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent.
2.5 Repeat Infringer Policy. In accordance with the DMCA and other applicable law, Institute has adopted a policy of terminating, in appropriate circumstances and at Institute's sole discretion, Users who are deemed to be repeat infringers. Institute may also at its sole discretion limit access to the Site, suspend and/or terminate the registration/account of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
2.6 Institute Partners. Profiles are special profiles used solely for the purposes of linking users of the Institute site with sponsor and Partner entities who have assisted the Institute in providing the service or other Institute services. You may not set up such a Profile on behalf of another individual or entity unless you are authorized to do so. INSTITUTE DOES NOT PRE-SCREEN OR APPROVE PROFILES, AND CANNOT GUARANTEE THE ACCRUACY OF ANY INFORMATION PROVIDED IN ANY PROFILE, THAT A PROFILE WAS ACTUALLY CREATED AND IS BEING OPERATED BY THE INDIVIDUAL OR ENTITY THAT IS THE SUBJECT OF SUCH PROFILE. NOR IS INSTITUTE RESPONSIBLE FOR THE CONTENT OF ANY PROFILE. USERS ARE ADVISED TO VERIFY ALL PROFILE DETAILS FOR THEMSELVES AND INSTITUTE SHALL NOT BE LIABLE OR RESPONSIBLE IN ANY WAY FOR DAMAGES OR CLAIMS ARISING OUT OF ANY TRANSACTIONS ENTERED INTO OR OTHER ACTIONS TAKEN ON OR IN CONNECTION WITH ANY PROFILE. YOU SHOULD BE CAREFUL BEFORE PROVIDING ANY PERSONAL INFORMATION TO OR ENTERING INTO ANY TRANSACTION IN CONNECTION WITH A PROFILE.
2.7 Submissions. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Institute Service ("Submissions"), provided by you to Institute are non-confidential and shall become the sole property of Institute. Institute shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you or any third party.
3. Communications via Institute Services
3.1 When you provide contact information, including without limitation your cell phone number, e-mail address, phone number and/or mailing address, you are providing your express consent to the use of such contact information by Institute, (as the case may be) for the stated purposes of the Institute Services. You acknowledge that you are solely responsible for obtaining and maintaining access to such telecommunications services as may be necessary for your to receive communications via Institute, from the Institute, and that such access may involve third-party fees (such as Internet service provider or airtime charges, including without limitation per SMS message charges). You are solely responsible for all such fees. In addition, you must provide and are responsible for all equipment necessary to access the Institute Service.
3.2 You understand and agree that the Institute Service, including without limitation, any communication via the Institute Services, is provided "AS-IS" and that Institute assumes no responsibility or liability for the timeliness, deletion, mis-delivery or failure to store, any user communications.
4. Third Party Websites and Content
The Site contains (or you may be sent through the Site or the Service) links to other web sites ("Third Party Sites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the "Third Party Content"). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Content posted on, available through or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by Insitute. If you decide to leave the Site and access the Third Party Sites or to access, download, use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.
All graphics, logos, page headers, button icons, scripts, service names and other trademarks ("Institute Marks") are proprietary to Institute and may not be used in connection with any product or service that is not related to Institute, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Institute. All other trademarks not owned by Institute that appear on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, sponsor, or sponsored by Institute. Any product, service, or trade name other than those owned by Institute that identify a third party as the source thereof may, even if not so indicated, be the service mark or trademark of that respective entity or individual. Any unauthorized use of the Institute Marks or any third party trademark is strictly prohibited. Any third party links, products and/or services referenced on this page are solely for reference purposes only. Institute neither endorses nor makes any representation regarding any linked site, product and/or service and we advise you to check assess for yourself the adequacy and appropriateness of any such linked content for your own purposes. Institute expressly disclaims any responsibility for the quality, adequacy, or appropriateness of any product or service provided by or advertised by any linked site.
The Institute is not responsible or liable in any manner for any User Content or Third Party Content posted on the Site or in connection with the Institute Service, whether posted or caused by users of the Site, by Institute, by third parties or by any of the equipment or programming associated with or utilized in the Site or the Institute Service. Although we provide rules for user conduct and postings, we do not control and are not responsible for what Users post, transmit or share on the Site and are not responsible for any false, deceptive, misleading, fraudulent, offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or Third Party Content. Institute is not responsible for the conduct, whether online or offline, of any User of the Site or Institute Service. The Site and the Institute Service may be temporarily unavailable from time to time for maintenance or other reasons. Institute assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. Institute is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Site or combination thereof, including injury or damage to User's or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Internet, the World Wide Web and/or in connection with the Institute Service. Under no circumstances will Institute be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone's use of the Site or the Institute Service, any User Content or Third Party Content posted on or through the Site or the Institute Service or otherwise transmitted to Users, or any interactions between Users of the Site, whether online or offline. THE SITE, THE INSTITUTE SERVICE, AND THE SITE CONTENT ARE PROVIDED "AS-IS" AND INSTITUTE DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, INSTITUTE CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR INSTITUTE SERVICE. INSTITUTE DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE SITE, OR THE INSTITUTE SERVICE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR INSTITUTE SERVICE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE FROM OR THROUGH THE INSTITUTE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT. Institute reserves the right to change any and all content, software and other items used or contained in the Site and any Institute Services offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Institute.
8. Limitation on Liability
IN NO EVENT WILL INSTITUTE OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE INSTITUTE SERVICE OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SITE, EVEN IF INSTITUTE IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, INSTITUTE 'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO INSTITUTE FOR THE SERVICE DURING THE TERM OF REGISTERED PARTICIPATION, BUT IN NO CASE WILL INSTITUTE'S LIABILITY TO YOU EXCEED $1000. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO INSTITUTE FOR THE INSTITUTE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM INSTITUTE, REGARDLESS OF THE CAUSE OF ACTION.CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Institute may suspend or terminate your registration account, delete any content or information that you have posted on the Site and/or prohibit you from using or accessing the Institute Service or the Site (or any portion, aspect or feature of the Institute Service or the Site) for any reason, or no reason, at any time in its sole discretion, with or without notice, including if it believes that you are under 13, or under 18 and not in college.
10. Governing Law; Venue and Jurisdiction
By visiting or using the Site and/or the Institute Service, you agree that the laws of the State of Florida, without regard to principles of conflict of laws, will govern these Terms and Conditions and any dispute of any sort that might arise between you and Institute or any of our affiliates. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of Florida, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of Florida.
YOU AND INSTITUTE AGREE THAT, EXCEPT AS MAY OTHERWISE BE PROVIDED IN REGARD TO SPECIFIC SERVICES ON THE SITE IN ANY SPECIFIC TERMS APPLICABLE TO THOSE SERVICES, THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS AND CONDITIONS, THE SITE AND/OR THE INSTITUTE SERVICE (INCLUDING YOUR VISIT TO OR USE OF THE SITE AND/OR THE INSTITUTE SERVICE) SHALL BE FINAL AND BINDING ARBITRATION. Arbitration under these Terms and Conditions shall be conducted by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA's Supplementary Procedures for Consumer Related Disputes ( the "AAA Consumer Rules") (collectively the "AAA Rules"). The location of the arbitration shall be in the State of Florida and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for consumer disputes). If such costs are determined to be excessive in a consumer dispute, Institute will be responsible only for paying all arbitration fees and arbitrator compensation in excess of what is deemed reasonable. The arbitrator's award shall be binding, issued in a reasonably detailed, reasoned writing and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS AND CONDITIONS SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to the Site and/or the Institute Service (including your visit to or use of the Site and/or the Service) be instituted more than three (3) years after the cause of action arose. Notwithstanding anything to the contrary in these Terms and Conditions, the parties acknowledge and agree that to the extent that either party has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark or trade secret rights, or User has otherwise violated any of the user conduct rules set forth above then arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought immediately.
You agree to indemnify and hold Institute, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with any User Content, any Third Party Content you post or share on or through the Site (including on or through your Profile), your use of the Institute Service or the Site, your conduct in connection with the Institute Service or the Site or with other Users of the Institute Service or the Site, or any violation of these Terms and Conditions or of any law or the rights of any third party.
These Terms and Conditions constitute the entire agreement between you and Institute regarding the use of the Site and/or the Institute Service, superseding any prior agreements between you and Institute relating to your use of the Site or the Institute Service. A printed version of these Terms and Conditions, and of any notice given in electronic form related to these Terms and Conditions, shall be admissible in judicial or administrative proceedings to the same extent, and subject to the same restrictions, as other business contracts, documents, or records originally generated and maintained in printed form. You hereby waive any and all defenses you may have based on the electronic form of these Terms and Conditions and the lack of handwritten signature by the parties hereto to execute these Terms and Conditions. Failure by Institute to insist on strict performance of any of the Terms and Conditions will not operate as a waiver of any subsequent default or failure of performance. If any part of these Terms and Conditions is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms and Conditions shall continue in effect. Nothing contained in these Terms and Conditions shall be construed to constitute you and Institute as partners or joint venturers or to constitute employment or any type of agency. Institute will use reasonable efforts to keep the Site available for your use; however, Institute cannot and will not be responsible for any loss or unavailability of the Site that results from any cause including a cause over which it does not have direct control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, or governmental restrictions. The headings of the various sections herein are for convenience of reference only and shall not define, limit or otherwise affect any of the terms or provisions hereof.