Terms & Conditions

INTRODUCTION The following Terms of Service (the “Terms”) is a binding agreement between visitors and users (“You” or “User”) your successors, heirs and assigns or agent (even if your agent lacks the capacity to transact) and Long Island Managed IT Inc. (the “Company”, “We” or “Our”). The following Terms govern your use of services detailed and tendered on the Company Website, masridigital.com including use of the Content (as defined herein) (the “Platform”) and any service further contracted such as web design, information technology maintenance and/or consulting (“Services”) All and any content made available through the Platform is copyrighted work belonging to Company. The Company grants you the right to use the Platform subject to these Terms.

USER AFFIRMATIONS
 User will maintain appropriate environmental conditions for optimal performance of any service being offered via this Platform. User further agrees to maintain current backups of all pertinent data and software. User will contact Company for authorization before endeavoring upon any actions to any of the Services received. Should any party other than Company modify, repair, or perform any maintenance on any Service, Company cannot be held responsible for any impact the other company has on Services.

You hereby affirm, you will:

  • use the services only for permissible uses and not attempt to injure, harass, annoy, threaten or discommode any individual or entity or the Platform including prejudicial behavior of any form or other acts we deem inappropriate.
  • provide accurate information when you communicate with us or use the Platform in any way. Please ensure that your information remains current and accurate on an ongoing basis. Should your information change, please contact us as soon as practicable.
  • maintain, at your expense, internet access on your device whether via WiFi or hardwiring as applicable.
  • never defame the Company in any medium unless said restriction would be in contravention of your First Amendment rights or corresponding rights within your jurisdiction.
  • never use the Platform or Service to process data in a fraudulent, inappropriate, or illegal manner, or in a way inconsistent with these Terms, you agree to never injure other Users or the Company.
  • You will not use the Services or this Platform in a manner (as determined in Company’s sole and absolute discretion) that:
    • Promotes, engages or encourage the exploitation of children, or any activity related to child sexual abuse material;
    • Promotes, engages or encourages violence, terrorism or destruction of property;
    • Contravenes the Fight Online Sex Trafficking Act of 2017 or alike legislation, or facilitates sex trafficking and/or prostitution;
    • You will not perform any abusive, false or fraudulent activity. You will not undertake any action that imposes, or may impose, in our discretion, a disproportionately or unreasonably heavy load on our infrastructure;
    • the Services for a commercial purpose, including any Company related technologies, without Company’s express prior written consent.

MODIFICATION  The Company reserves the right, at any time, to suspend, modify or discontinue the Services, Platform, these Terms and/or Content or any part thereof with or without notice. Using Platform/Services after such modification is deemed acceptance of new Terms. Changes will be posted only on Platform with modification date. Accordingly, we strongly recommend you review Terms from time to time. Any material changes to these Terms will be effective ten (10) calendar days after Company’s posting notice of the changes on the Website. These changes will be effective immediately for new users of the Platform.

CONTRACTUAL AUTHORITY

Minors  Platform is not available to minors; the precise definition of a minor is based on your jurisdiction, typically a minor are individuals under the age of 18. 

Affirmation of Authority  YOU HEREBY AFFIRM THAT YOU HAVE THE AUTHORITY TO ENTER THESE TERMS. YOU AGREE TO NEVER IMPERSONATE ANOTHER USER, SAID USER’S ACCOUNT, MANIPULATE OR FORGE HEADERS OR IDENTIFIERS TO DISGUISE SOURCE OF CONTENT TRANSMITTED VIA SERVICES.

Intellectual Property (“IP”)  All trademarks, URLs, logos, service marks and domain names (each a “Mark” and collectively “Marks”), whether registered or not, displayed on Platform are property of the Company or alternatively, the property of third parties. You may not copy, use, display, download, modify or transmit any of these Marks in any way without prior written consent of Company. You may not include Company name, any Mark or variation thereof, as a hidden textual element, metatag or any other indicator that may create an impression of sponsorship, affiliation, endorsement or any other relationship between you and Company.

Report Copyright or IP Infringement  If you wish to inform us of a copyright or other claim for material on which you registered an IP right email jr at rubesq.com. The e-mail subject should state Digital Millennium Copyright Act (“DMCA”) Claim or you may mail such to Copyright Agent, c/o General Counsel, 999 Central Ave, Suite 100D, Woodmere, NY 11598.

DMCA Notification: For a claim of infringement to be considered, a notification must be provided and include the below:

  • A signature of the rights holder or a party authorized to act as its agent including the registration number.
  • Explanation of the trademark or copyright claimed to have been infringed.
  • Explanation of the material, sufficient so we can easily find such material, you believe to be infringing and that should be removed.
  • Your contact information whereby it will be easy to reach you. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized and that the notification is fully accurate under a penalty of perjury and that you are the owner or authorized by such.

DMCA Counter Notification: Should you wish to dispute any DMCA complaint you may provide a counter notification by emailing jr at rubesq.com and including the below:

  • Your signature.
  • Identification of the material removed or disabled and where the material could be viewed prior to disabling or removal.
  • A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled due to mistake or misidentification of the material to be removed or disabled.
  • Your name, address, and telephone number, and a statement that you consent the jurisdiction of courts of the State of New York and that you will accept service of process from the complaining party or an agent of such.

License

Scope:  All content and information on the Platform including graphics, text, photos, artwork, software, video, code, audio, online communication, user interface, and downloadable media, whether provided for free or at cost, including downloadable content Company hosts, transmits or communicates, whether on social media or any other means, or any comment Company makes in regard to social media content of a party other than Company, (the “Content”) is the property of the Company, or its affiliates and is protected by global copyright laws .

Breach of Licensing Rights:  You may not reproduce, modify, reverse engineer, distribute, copy, transmit, publish, display, download, sell, upload, license, create derivative works of or use any aspect of Platform whether or not for commercial purposes unless expressly permitted herein. You may never sell nor assign your access to Services. Nothing herein shall be construed to restrict Company’s rights to pursue all remedies available to it hereunder, against any person for any unauthorized use, or facilitation of use by another, and exercise of any such right by Company shall not prohibit the Company from seeking to enforce damages pursuant to any other Section hereof or otherwise available under applicable law.

Personal Data: This shall apply when Company performs any operation or set of operations, including recording, collecting, using, storing, retaining, disclosing or otherwise accessing, (collectively, “Process,”) on any data that relates to, identifies, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household relates to the Services (“Personal Data”), including without limitation any information that qualifies as “personal information” under the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 etseq. (“CCPA”). Company shall only Process Personal Data following the direction of User as described in the applicable statement of work and relevant data privacy law, including, CCPA (“Privacy Laws”). You designate Company as a “service provider” in accordance with the CCPA. Notwithstanding the foregoing, to the extent expressly set forth herein, Company (1) may use, retain, or disclose de-identified or aggregated data coming from Personal Data (“Company Data”) and (2) if Company Processes any CCPA-defined “personal information” relating to the Services, Company may Process such for any purpose permitted under the CCPA. If Processing is necessitated by applicable law, Company must also inform User if Company finds any User direction runs afoul of relevant Privacy Laws.

User must obtain any consents required by relevant Privacy Laws and provide and ensure the veracity of any notices necessary by law to disclose Personal Data to Company, Company’s Affiliates, or any Company subcontractor providing Services for use in accordance hereunder. Further, User represents that all Personal Data provided to Company was obtained, Processed, and provided to Company in compliance with all applicable laws and ensured there are legitimate grounds for Processing any and all Personal Data by Company, Company’s Affiliates, or any Company subcontractor providing Services for use in compliance with the Agreement.

Notwithstanding anything to the contrary in the Agreement, User is obliged to reimburse Company for out of pocket expenses in connection with any data requests to it. Such expenses will be invoiced to User in accordance with the Agreement. User acknowledges that Company is reliant on User for direction as to the extent to which Company is entitled to use and Process Personal Data, and that Company is not liable for any claim brought by an individual or entity to the extent that such claim relates to User’s instructions.

Company shall be obliged to assist Users with data concerns only in so far that User’s duties cannot be met by User through other means. Notwithstanding anything to the contrary herein, User must reimburse Company for out of pocket expenses in connection with such assistance. Such expenses will be invoiced to User in accordance with this Agreement.

Parties agree that Company may subcontract its duties as necessary to execute the Services under the Agreement. Company shall remain responsible for subcontractors’ performance under the Agreement, and enter into a contract with subcontractors that impose materially the same duties as set forth herein. Company also agrees that any subcontractors who have access to Personal Data are bound to Process Personal Data in accordance with Company’s instructions and are subject to duties to maintain confidentiality.

Notwithstanding any provisions herein to the contrary, Company shall promptly notify User if Company discovers or is notified of a known breach of security leading to unauthorized disclosure of or access to Personal Data due to its Processing of Personal Data (“Security Breach”). Company will cooperate, as reasonable, in the investigation of the Security Breach.

User must reimburse Company and its managers, officers, employees, agents, affiliates, successors and permitted assigns (collectively, “Reimbursed Party”) against any and all expenses, costs, or losses of any kind, including professional and attorney’s fees, that are sustained by Company for any investigation or any preparation for investigation by any regulatory or governmental body relating to User’s running afoul of any privacy law(s) in relation to this Agreement.

CONTENT: Use of our Content on any other medium of any form or kind, including framing the Content within another site, is expressly prohibited without our prior written consent which may be withheld in our sole discretion. All proprietary notices on any Content must be retained on any Company proprietary information. Any unauthorized modification or reproduction, distribution, or performance of any Content is strictly forbidden. Company and its licensors reserve all rights not granted herein. From time to time, Company may post certain articles to the Platform, and Users may be granted access to, certain Company websites, blogs, or discussion boards (i.e. message boards etc.) (“Supplemental Content”). This Supplemental Content shall be considered Content for the purpose of this Agreement.

USER INTERACTION

Feedback All and any feedback (“Feedback”) sent to the Company by Users shall be considered and will remain property of the Company. Company may use such Feedback, including any ideas, concepts, techniques or know-how contained in Feedback, for any purpose, in any format and anywhere. In order to incorporate such Feedback into our Platform and/or Services, Company alone will own all rights, title and interest, including all related IP rights, in and to all Feedback submitted by any User. Company shall not be subject to any duty of confidentiality relating to such information, unless specifically stated in another Company agreement or otherwise required by law. We advise all of our Users that the Company does not wish to receive and forbids Users from providing any feedback comprising of information that may reasonably be determined to be threatening, defamatory, harassing, obscene or unlawful or offensive for an alternative reason, or that include material of another that may be deemed proprietary without authority or the owner.

Monitoring  Company reserves the right to monitor any and all uses of Platform, in its sole discretion. However, unless required by law, Company has no duty toward anyone to act based on any monitoring Company may perform. Further, Company reserves the right to record any interaction with Platform, by any individual or entity, without further notice of stated recording to such individual or entity. 

Communications  If you wish to not receive promotional communications from us, please inform us by utilizing the unsubscribe link in the message. Messages about your receipt or order status are transactional and not promotional. To use our Services, we may require you to provide your cell phone number and email address and you affirm that we and our third parties may use such contact information to inform you about your communication, transaction and any other commercially reasonable or administrative purposes.

Cooperation User agrees to cooperate with Company relating to performance of Services by providing: (i) timely replies to Company’s requests for approvals or authorizations and inquiries (ii) access to any materials or information reasonably requested by Company useful  or necessary as determined by Company relating to providing Services, including, but not limited to, physical and computer access to User’s systems, and (iii) all Required Consents necessary for Company to provide the Services. “Required Consents” means consents or approvals required to give Company, its Affiliates, its and their subcontractors the right or license to access, use and modify all data and third party products. User agrees and acknowledges that Services are dependent upon the completeness and veracity of information provided by User and the knowledge and cooperation of agents, employees or subcontractors (“Personnel”) engaged or appointed by User selected by User to work with Company.

Access  User will also provide Company access to User’s staff and any other User resources (and when the Services are provided at another location designated by User, the staff and resources at such location) that Company determines are useful or necessary for Company to provide the Services. User agrees to maintain adequate insurance coverage to protect Company and User’s premises and to indemnify and hold Company and its Affiliates, and its and their agents and employees harmless from any loss, cost, damage or expense (including, but not limited to, attorneys’ fees and expenses) relating to any fatality, product liability, injury or property damage or destruction occurring at such locale relating to execution of Services, except as solely due to Company’s gross negligence or willful misconduct.

THIRD PARTY LINKS AND CONTENT

Link to Third Party Websites  The Platform may present information from or include links to other third-party platforms or websites. We never inform you when you are leaving our Platform to enter said websites. Such links are for your convenience only and do not imply any affiliation with, or endorsement, authorization, sponsorship or promotion of non-Company website or its owner, and Company does not evaluate, approve, screen, endorse, or make any representations regarding such websites or the veracity of the content contained therein. Such websites, and content contained therein, including opinions, advice, statements, services, offers, or other information stated or offers made available by a third party (“Third Party Content”), are not under the control of the Company. If you decide to access any third-Party Content linked to or from their Website, you do so entirely at your own risk. These platforms are governed by their own terms and policies. The Company assumes no responsibility for Third Party Content. You acknowledge and agree that said platforms are independent entities, and we are not responsible for any issues relating to their offerings at any time.

Social Media  The Company has a presence on many social media websites (i.e., Facebook, Twitter or Instagram). While you interact with our followers, page, or other users you are governed by the terms of the social media platform. We encourage you to read their Terms and Conditions and Privacy Policy carefully.

Assignment These Terms, any rights and licenses granted under these Terms, may not be transferred or assigned by Users, but may be assigned by us without restriction. Any endeavored transfer or assignment in violation of this section will be null and void.

Third Party Beneficiaries  There are no third-party beneficiaries to our Terms. Relational Scope  Nothing in these Terms should be construed as creating a partnership, joint venture or agency between you and the Company. Where Services are ordered via a Statement of Work (SOW), each SOW hereby incorporates these Terms and constitutes a separate agreement regarding Services performed. Company, may execute an SOW. If an addition or a conflict between any term or condition of the SOW and these Terms, these Terms control, unless expressly amended in applicable SOW by specific reference to this Agreement. Each such amendment will be applicable only to such SOW and not future SOWs. Company has no duty to commence work relating to any changes in writing, unless and until change is agreed to in writing executed by both parties.

LIMITATION OF LIABILITY

Disclaimer  WE ARE PROVIDING THIS PLATFORM AND SERVICES, AS WELL AS ALL SOCIAL MEDIA CONTENT, AND ANY RELATED CONTENT, ON AN “AS IS” BASIS FOR USE AT YOUR OWN RISK. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND QUIET ENJOYMENT. WE NEVER WARRANT THE VERACITY OR COMPLETENESS OF THE PLATFORM OR INFORMATION POSTED ON IT. INFORMATION POSTED ON THE PLATFORM MAY NOT BE CURRENT AT THE MOMENT YOU VISIT THIS WEBSITE AND MAY CONTAIN INACCURACIES. CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. WE NEVER WARRANT OR MAKE ANY REPRESENTATIONS IN RELATION TO THE FITNESS, USEFULNESS OR EXPECTED RESULTS OF THE CONTENT, SERVICES, OR FUNCTIONALITY PROVIDED ON THE WEBSITE. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN IMPLIED WARRANTIES THEN ANY REQUIRED WARRANTY APPLIES TO THE MINIMUM EXTENT LEGALLY REQUIRED. BY ACCESSING, BROWSING, OR USING PLATFORM AND/OR SERVICES, YOU ACKNOWLEDGE YOUR COMPLETE AND UNCONDITIONAL UNDERSTANDING AND AGREEMENT THAT ADMINISTRATION OF SERVICES INCLUDES WORKING WITH A UNIQUE INDIVIDUAL AND THAT, HENCE, NO SPECIFIC RESULTS ARE GUARANTEED AND THAT PRIOR RESULTS OF OTHER OF COMPANY’S CUSTOMERS DO NOT INDICATE THE NATURE OF YOUR FUTURE RESULTS. ALSO, BY ACCESSING, BROWSING, OR USING PLATFORM AND/OR SERVICES, AND YOU VOLUNTARILY, HEREBY (I) CONFIRM THAT NO WARRANTY, GUARANTEE OR OTHER ASSURANCE HAS BEEN MADE TO YOU RELATING TO THE SERVICES OR PLATFORM, AND (II) AGREE TO RELEASE AND HOLD HARMLESS THE COMPANY, OUR OFFICERS, EMPLOYEES AND AGENTS FROM ANY OUTCOMES OF THE SERVICES PROVIDED. IN THE CASE OF ANY CONFLICT BETWEEN ANY LANGUAGE CONTAINED HEREIN, AND ANY SUBSEQUENT AGREEMENT ENTERED BETWEEN YOU AND THE COMPANY, YOU UNDERSTAND AND ACKNOWLEDGE THAT THE LANGUAGE OF SUCH SUBSEQUENT AGREEMENT WILL CONTROL, UNLESS STATED OTHERWISE IN THAT SUBSEQUENT AGREEMENT.

LIMITATION OF LIABILITY  IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH PLATFORM, CONTENT, OR SERVICES, INCLUDING, ANY AND ALL DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT COMPANY WAS ADVISED OF LIKELIHOOD OF SUCH DAMAGES, ON ANY THEORY OF LIABILITY. COMPANY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS, OR PLATFORM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED LESSER OF (I) FIFTY DOLLARS, OR (II) THE MINIMUM AMOUNT ALLOWED BY THE CONTROLLING JURISDICTION’S LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR AGGREGATE LIABILITY SHALL NEVER EXCEED THE AMOUNTS PAID BY YOU IN THE SIX (6) MONTHS IMMEDIATELY PROCEEDING THE ALLEGED INJURY INDUCING SUCH CLAIM. ANY FAILURE WHETHER OR NOT CAUSED BY EVENTS BEYOND OUR REASONABLE CONTROL, INCLUDING ACTS OF G-D, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THIS PLATFORM. NEVER WILL WE BE LIABLE FOR ANY DAMAGES SOME JURISDICTIONS DO NOT ALLOW FOR SUCH LIMITATIONS FOR INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES; HENCE, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

INDEMNITY YOU AGREE TO, AT YOUR EXPENSE, INDEMNIFY, DEFEND AND HOLD HARMLESS COMPANY, ITS AFFILIATES, EMPLOYEES, REPRESENTATIVES, AGENTS, SUBSIDIARIES, LICENSORS, SUPPLIERS, PARTNERS, OFFICERS AND DIRECTORS, FROM AND AGAINST ANY AND ALL CLAIMS, COSTS, DAMAGES, LIABILITIES, FEES AND EXPENSES (INCLUDING ATTORNEYS’ FEES) (“CLAIMS”) ARISING FROM ANY THIRD-PARTY CLAIM, ACTION, SUIT OR PROCEEDING, TO THE EXTENT THAT SUCH CLAIM ARISES OUT OF OR RELATES TO ANY (I) ACT OR OMISSION BY THE USER, ITS AFFILIATES, REPRESENTATIVES OR RELATED PARTIES, RELATING TO PLATFORM AND/OR OTHERWISE RELATING TO THESE TERMS AFFECTING OR RELATING ANY THIRD-PARTY, (II) YOUR USE OF SERVICES, (III) YOUR VIOLATION OF APPLICABLE LAWS, RULES OR REGULATIONS RELATING TO YOUR USE OF SERVICES, (IV) FEEDBACK, USE OF OR CONTRIBUTION TO THE CONTENT. IN SUCH CASE, COMPANY WILL PROVIDE YOU WRITTEN NOTICE OF SUCH CLAIM, SUIT OR ACTION.

EXPORT CONTROL  Our Platform or offerings sold by the merchants, may be subject to U.S. or international export and re-export control laws and regulations including the Export Administration Regulations (“EAR”) as well as trade sanctions managed by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”). You agree to comply with all laws mentioned in this section. You affirm that you are not located in any country whereby the US has embargoed goods or issued economic sanctions, and not a denied party under relevant export or re-export laws or regulations or alike international laws. You will never transact business, with or without the changing hands of monies, whereby you would violate any such laws.

PAYMENTS

Prices & Charges All payments will be processed by the relevant payment processor, we often use QuickBooks as a payment gateway, we encourage you to review their terms. If your payment details change, your provider may provide us with the update. We may use such other data on file to help prevent any interruption to your usage of the Services. If you wish to switch to a different payment method, please update your billing information.

Refunds  All charges paid by you, are final and non-refundable. We have no duty to issue a refund or credit to users, but the Company may grant them in its sole discretion and subject to its commercially reasonable judgement.

Terms of Payment  Terms of payment are within the Company’s sole discretion. In the event of a payment default, the User will be responsible for all Company’s costs of collection, including, court costs, filing fees and attorneys’ fees. User authorizes Company to file a financing statement reflecting such security interest for monies owed. Unless otherwise specified on an applicable SOW, User will reimburse Company for all reasonable out-of-pocket expenses incurred by Company relating to performance of Services, including, travel.

TERMINATION  The Company may, at any time, terminate your use of the Services for any reason.

TECHNOLOGY RELATED

Service Limitations  We will make reasonable efforts to keep the Platform operational. Still, technical challenges, testing, updates, or maintenance may arise and may result in interruptions or complete system inaccessibility.

Offerings  The Company makes no offer to provide any of the Platform in any language other than English. Some offerings or features on the Platform may not be available in your jurisdiction or outside of the United States, as determined by relevant laws dictating differing limitations. Nothing on the Platform shall be considered a solicitation to buy or sell a service in any jurisdiction where such would be unlawful under applicable law.

Technology Duties You will not, whether manually or automatically:

  • in any way take any action that could harm, impair, limit or overwhelm any Company server or networks connected thereto or try to obtain unsanctioned access to the Platform, any hardware, cloud, system or network relating to the Platform.
  • test the vulnerability, probe or scan, any network or system relating to the Platform or scrape or in any way attempt extract data from the Platform
  • access our Platform with any technology or automated process such as web crawler or robot to mine, duplicate or track any portion of our Platform or reverse engineer any part of our platform.

Data Protection  This Section shall apply to the extent Company performs any operation or set of operations, including collecting, recording, storing, retaining, using, disclosing or otherwise accessing, (collectively, “Process,”) on any information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household in connection with Services (“Personal Data“), including any information that constitutes “personal information” under the California Consumer Privacy Act (“CCPA”). 

Data Processing: Company shall only Process Personal Data in accordance with the instructions of User as detailed in the Agreement or applicable SOW or purchase order and applicable data privacy law, including, if applicable, CCPA (“Privacy Laws“). To avoid doubt, it is the intention of Parties that Company be a “service provider” of User under the CCPA. Notwithstanding the foregoing, to the extent expressly set forth in the Agreement, Company (1) has the right to retain, use or disclose de-identified or aggregated data derived from Personal Data (“Company Data”), if company data shall not include any Personal Data, and (2) if Company Processes any CCPA-“personal information” relating to the Services, Company has the right to Process such “personal information” for any purpose allowed by CCPA. Where required by applicable law, Company shall also notify User if Company determines any of User’s instructions infringes applicable Privacy Laws. Company shall promptly notify User of any request, complaint, claim, or other communication received by Company or a subcontractor regarding its Processing of Personal Data. Company shall cooperate with and provide any necessary assistance to User in responding to any such inquiries, in so far as possible and taking into account the nature of Company’s Processing and the Personal Data available to Company. Company shall be obliged to provide such assistance only in so far that the User cannot respond to such request on its own.  Notwithstanding anything to the contrary in the Agreement, User is obliged to reimburse Company for out of pocket expenses in connection with such requests.  Such expenses will be invoiced to User in accordance with the Agreement. User acknowledges that Company is reliant on User for instruction as to the extent to which Company is entitled to use and Process Personal Data, and that Company is not liable for any claim brought by a data subject to the extent that such claim arises from the User’s instructions. Upon request, Company shall provide reasonable cooperation and assistance to User with its obligations under applicable Privacy Laws, in so far as possible in connection with the Services, taking into account the nature of Company’s Processing and the Personal Data available to Company. Company shall be obliged to provide such assistance only in so far that User’s duties cannot be met by User through other means. Notwithstanding anything to the contrary in the Agreement, User is obliged to reimburse Company for out of pocket expenses in connection with such assistance. Such expenses will be invoiced to User in accordance with the Agreement.

Obtaining Consents  Parties agree that User is responsible for obtaining any consents required by applicable Privacy Laws, as well as providing and ensuring the accuracy of any notices required to disclose Personal Data to Company, Company’s Affiliates, or any Company subcontractor offering Services for use under the Agreement. 

Obtaining Personal Data  Further, User warrants that all Personal Data provided to Company was obtained, Processed, and provided to Company in compliance with all applicable laws and ensured there are legitimate grounds for Processing any and all Personal Data by Company, Company’s Affiliates, or any Company subcontractor offering Services for use under the Agreement. 

Subcontractors  Parties agree that Company may subcontract its duties to subcontractors as necessary to perform Services under the Agreement. Company shall remain responsible for subcontractors’ performance under the Agreement and shall enter an agreement with subcontractors that impose materially the same duties as set forth in this Section. 

Governmental Requests  User shall reimburse Company and its managers, officers,  directors, employees, agents, affiliates, successors and permitted assigns (collectively, “Reimbursed Party”) against any and all losses costs, or expenses of any kind, including professional and attorney’s fees, incurred by any Reimbursed Party  for any investigation or any preparation for any investigation performed by any governmental or regulatory body arising out of User’s violation of any Privacy Laws in connection with this Agreement.

NO SPAM; LIQUIDATED DAMAGES

No Spam.  We do not tolerate the transmission of spam. Users suspected of using our Services for sending spam are fully investigated. If we discover an issue with spam, we take all necessary action to resolve the issue.

Liquidated Damages.  If actual damages cannot be reasonably determined, then you agree to pay us liquidated damages of two (2) US Dollars for each piece of spam or unsolicited bulk email sent from or otherwise connected with your Account.

Security  It is your duty to ensure confidentiality and use of your credentials or any other authentication requirements. Should you become aware of any loss, theft, or unauthorized use of your credentials, immediately notify us at [email protected]. Please let us know if you become aware of any errors, bugs, auto-technology, or violation of our intellectual property rights that you discover. You may not circumvent or breach any security measures we have in place to manage access to the Platform. Company will not be liable, for losses, damages, liability, expenses, and fees incurred by us or a third party arising from another individual using your account, regardless of whether you informed us of said unauthorized use. You agree that Company will not be liable to you or any third party for any modification, suspension or discontinuance of the Platform, the Services, and/or the Content.

GENERAL

Entire Agreement These Terms represent the entire agreement between the Company and all Users relating to the subject matter in these Terms.

Notice for California Residents under CA Civil Code section 1789.3  California residents may reach the Complaint Assistance Unit of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at 916-445-1254 or 800-952-5210.

Severability  If any part of this Agreement is, for any reason, found to be invalid or unenforceable, the other provisions herein will be unimpaired, and the unenforceable or invalid provision will be considered modified, so that the agreement is usable to the maximum extent permitted by law.

Governing Law  These Terms and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of New York, without giving effect to any conflict of law principles that necessitate the application of law of any other jurisdiction. By using this Platform, you hereby expressly consent to the personal jurisdiction and venue in the state and federal courts for the state of New York, in Nassau County, for any lawsuit filed by us against you arising from or related to these Terms. These Terms (and any other legal matter relating to the Platform) constitute the entire agreement between you and us regarding your use of the Platform.

Precedence  These Terms do not supersede or amend (and will not take precedence over) any signed agreement between you and Company with respect to the subject matter of said agreement, unless otherwise set forth in that said agreement.

Waiver  You agree that if we do not enforce or exercise any legal right or remedy which is contained in these Terms or which Company has the benefit of under any applicable law, failure to do so shall not constitute waiver of the Company’s right to such, and that those rights or remedies will remain available to the Company.

Compliance with Local Laws  We make no representation or warranty that the content available on this Platform or the Services are appropriate in every country or jurisdiction, and access to this Platform or the Services from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access this Platform or the Services found at this Site are responsible for compliance with all local laws, rules and regulations. CONTACT US Should you have any questions about the foregoing, please contact the Company at the following email address: [email protected].

DISPUTE RESOLUTION

Mediation  You agree that in the event of a dispute, you will aim to negotiate such informally with us for a minimum of 30-days prior before initiating arbitration, mediation or a court hearing. Please email us your request to do so at [email protected] subject should say ATTN: General Counsel. Please provide your contact information.

Arbitration  PLEASE READ THIS SECTION CAREFULLY. YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THESE TERMS. YOU AND COMPANY MUTUALLY AGREE TO WAIVE YOUR RESPECTIVE RIGHTS TO RESOLUTION OF ALL DISPUTES COVERED IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE SUCH BY BINDING ARBITRATION AND SOLELY ON AN INDIVIDUAL BASIS AS EXPLAINED BELOW. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act (“FAA”) and survives your relationship with Company. We agree that any use relating to or arising from your relationship with us must be arbitrated and not brought in a court of law. If we cannot agree whether a certain claim belongs in arbitration, we mutually agree to allow only an arbitrator to resolve such ambiguity. To start arbitration, a claim must be filed with the American Arbitration Association (“AAA”) and the written Demand for Arbitration (found at www.adr.org) must be provided to the other party. The arbitration will be commenced and conducted under the AAA Rules in effect at the time available at adr.org or by calling the AAA at 800-778-7879. The arbitrator shall have the discretion to select a different set of AAA Rules. You and we agree that arbitration shall be administered before only 1 arbitrator mutually agreed upon by the parties. If parties cannot agree, then 30 days later the AAA shall choose said single arbitrator. The arbitrator may award any remedies that would be available in court. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Your arbitration related fees will be dictated by the AAA Rules subject to the following: Each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the Claim(s) were litigated in a court). The law to be applied and the venue shall be of the State of New Jersey. YOU AND COMPANY AGREE THAT “DISPUTE” AS DEFINED HEREIN SHALL NOT INCLUDE ANY CLAIM OR CAUSE OF ACTION BY YOU OR US FOR (I) TRADE SECRET MISAPPROPRIATION, (II) PATENT INFRINGEMENT, (III) COPYRIGHT INFRINGEMENT OR MISUSE, AND (IV) TRADEMARK INFRINGEMENT OR DILUTION

Class Actions  YOU ACKNOWLEDGE AND AGREE THAT YOU AND MASRI DIGITAL ARE EACH WAIVING THE RIGHT TO JOIN ANY PURPORTED CLASS ACTION LAWSUIT, ARBITRATION, OR ANY OTHER SIMILAR PROCEEDING (“Class Action Waiver”). The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The exception to banning a class proceeding is the California Private Attorney General Act (PAGA), addressed below. You and we agree not to bring a representative action on behalf of others under PAGA, in any proceeding and for any attorney general claim thereunder you and we agree that any such claim shall be resolved in arbitration on an individual basis only. If any part of this PAGA Waiver is found unenforceable, the unenforceable part shall be severed from these Terms; and severance of such shall not impact the Arbitration Agreement.

All Must be Filed Within One Year.  To the extent permitted by law, any claim or dispute to which this Section applies must be filed within one year in small claims or in arbitration. The one-year begins when the claim or notice is first eligible to be filed. If not filed within one year, the claim or dispute will be permanently barred.

Small Claims Court  Notwithstanding the foregoing, you may bring an individual action in the small claims court of your state or municipality if the action is within that court’s jurisdiction and is pending only in that court.