Last Updated Date: August 2, 2022
SECTION 14 OF THIS AGREEMENT IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 14 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE AND HOW TO OPT OUT.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Agreement or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Agreement and any applicable Supplemental Terms are referred to herein as the “Agreement.”
PLEASE NOTE THAT The Agreement IS subject to change by Forefront in its sole discretion at any time. When changes are made, Forefront will make a new copy of the Agreement available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website. We will also update the “Last Updated” date at the top of the Agreement. If we make any material changes, and you have registered with us to create an Account (as defined in Section 2.1 below) we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Agreement. Any changes to the Agreement will be effective immediately for new users of the Website and/ or Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing Registered Users, provided that any material changes shall be effective for Registered Users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users (defined in Section 2.1 below). Forefront may require you to provide consent to the updated Agreement in a specified manner before further use of the Website and/ or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and/or the Services. Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.
1. USE OF THE SERVICES AND FOREFRONT PROPERTIES. The application programming interfaces, or associated software, tools, developer services, data or documentation of Forefront and its affiliates, the Website, the Services, and the information and content available on the Website and the Services (as these terms are defined herein) (each, a “Forefront Property” and collectively, the “Forefront Properties”) are protected by copyright laws throughout the world. Subject to the Agreement, Forefront grants you a limited license to reproduce portions of Forefront Properties for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by Forefront in a separate license, your right to use any and all Forefront Properties is subject to the Agreement.
1.1 Updates. You understand that Forefront Properties are evolving. As a result, Forefront may require you to accept updates to Forefront Properties that you have installed on your computer or mobile device. You acknowledge and agree that Forefront may update Forefront Properties with or without notifying you. You may need to update third-party software from time to time in order to use Forefront Properties.
1.2 Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Forefront Properties or any portion of Forefront Properties, including the Website; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Forefront Properties (including images, text, page layout or form) of Forefront; (c) you shall not use any metatags or other “hidden text” using Forefront’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Forefront Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of Forefront Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Forefront Properties. Any future release, update or other addition to Forefront Properties shall be subject to the Agreement. Forefront, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any Forefront Property terminates the licenses granted by Forefront pursuant to the Agreement.
2.1 Registering Your Account. In order to access certain features of Forefront Properties you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a user who has registered an account on the Website (“Account”).
2.2 Registration Data. In registering an account on the Website, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least thirteen (13) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using Forefront Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of Forefront Properties by minors. You may not share your Account or password with anyone, and you agree to (y) notify Forefront immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Forefront has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Forefront has the right to suspend or terminate your Account and refuse any and all current or future use of Forefront Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform or SNS at any given time. Forefront reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use Forefront Properties if you have been previously removed by Forefront, or if you have been previously banned from any of Forefront Properties.
2.3 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Forefront.
2.4 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to Forefront Properties, including but not limited to, a mobile device that is suitable to connect with and use Forefront Properties, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing Forefront Properties.
3. RESPONSIBILITY FOR CONTENT.
3.1. Types of Content. You acknowledge that any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through Forefront Properties (collectively, “Content”), including Forefront Properties, is the sole responsibility of the party from whom such Content originated. This means that you, and not Forefront, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through Forefront Properties (“Your Content”), and that you and other Registered Users of Forefront Properties, and not Forefront, are similarly responsible for all Content that you and they Make Available through Forefront Properties (“User Content”).
3.2. No Obligation to Pre-Screen Content. You acknowledge that Forefront has no obligation to pre-screen Content (including, but not limited to, User Content), although Forefront reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Forefront pre-screens, refuses or removes any Content, you acknowledge that Forefront will do so for Forefront’s benefit, not yours. Without limiting the foregoing, Forefront shall have the right to remove any Content that violates the Agreement or is otherwise objectionable.
3.3. Storage. Unless expressly agreed to by Forefront in writing elsewhere, Forefront has no obligation to store any of Your Content that you Make Available on Forefront Properties. Forefront has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Forefront Properties. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that Forefront retains the right to create reasonable limits on Forefront’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Forefront in its sole discretion.
4.1. Forefront Properties. Except with respect to Your Content and User Content, you agree that Forefront and its suppliers own all rights, title and interest in Forefront Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Forefront Properties.
4.2. Trademarks. Forefront and all related graphics, logos, service marks and trade names used on or in connection with any Forefront Properties or in connection with the Services are the trademarks of Forefront and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in Forefront Properties are the property of their respective owners.
4.3. Your Content. Forefront does not claim ownership of Your Content. For the avoidance of doubt, Your Content includes any training data (“Training Data”) and fine-tuned models from publicly available model weights (“Fine-Tuned Models”), and machine learning or other models or datasets you upload to or through the Forefront Properties (collectively, “Models”). You can ask the Company to delete the request logs (“Logs”) and Training Data stored on the Forefront Properties or log into your Account to change your settings.
4.4. License to Your Content. Subject to any applicable account settings that you select, you grant Forefront a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, Your Content (in whole or in part) for the purposes of operating and providing Forefront Properties to you and to our other Registered Users. Notwithstanding the foregoing, unless you grant us permission to do so, we will not publish or make available any of your Models for other users or third parties to access and/or use. However, you grant Forefront a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to internally use Training Data and Logs stored on the Forefront Properties for purposes of improving the Forefront Properties and other products and services of the Forefront. Please remember that other Registered Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of Forefront Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Forefront, are responsible for all of Your Content that you Make Available on or in Forefront Properties.
4.5. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Forefront through its suggestion, feedback, wiki, forum, or similar pages (“Feedback”) is at your own risk and that Forefront has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Forefront a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Forefront Properties and/or Forefront’s business.
5. USER CONDUCT. As a condition of use, you agree not to use Forefront Properties for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) either (a) take any action or (b) Make Available any Content on or through Forefront Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Forefront’s prior written consent; (v) impersonates any person or entity, including any employee or representative of Forefront; (vi) interferes with or attempt to interfere with the proper functioning of Forefront Properties or uses Forefront Properties in any way not expressly permitted by this Agreement; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against Forefront Properties, including but not limited to violating or attempting to violate any security features of Forefront Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in Forefront Properties, introducing viruses, worms, or similar harmful code into Forefront Properties, or interfering or attempting to interfere with use of Forefront Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” Forefront Properties.
6. INVESTIGATIONS. Forefront may, but is not obligated to, monitor or review Forefront Properties and Content at any time. Without limiting the foregoing, Forefront shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law. Although Forefront does not generally monitor user activity occurring in connection with Forefront Properties or Content, if Forefront becomes aware of any possible violations by you of any provision of the Agreement, Forefront reserves the right to investigate such violations, and Forefront may, at its sole discretion, immediately terminate your license to use Forefront Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
7. INTERACTIONS WITH OTHER USERS.
7.1. User Responsibility. You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact; provided, however, that Forefront reserves the right, but has no obligation, to intercede in such disputes. You agree that Forefront will not be responsible for any liability incurred as the result of such interactions.
7.2. Content Provided by Other Users. Forefront Properties may contain User Content provided by other Registered Users. Forefront is not responsible for and does not control User Content. Forefront has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, User Content. You use all User Content and interact with other Registered Users at your own risk.
8. FEES AND PURCHASE TERMS.
8.1. Payment. You agree to pay all fees or charges to your Account (the “Fees”) in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide Forefront with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”)in order to purchase any of the options offered on the Services, as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities. By providing Forefront with your credit card number and associated payment information, you agree that Forefront is authorized to immediately invoice your Account for all fees and charges due and payable to Forefront hereunder and that no additional notice or consent is required. You agree to immediately notify Forefront of any change in your billing address or the credit card used for payment hereunder. Forefront reserves the right at any time to change its prices and billing methods, either immediately upon posting on Forefront Properties or by e-mail delivery to you.
8.2. Service Fees. You will be responsible for payment of the applicable Fees for any Services (each, a “Service Fee”) based on Services you select and your usage of the Services. Payment of any Fees incurred based on Your usage of the Services are due at the end of each month. Except as otherwise provided in a separate agreement between you and the Forefront, the current pricing for the Services is set forth on the pricing page located at: https://www.forefront.ai/pricing. Except as set forth in the Agreement, all fees for the Services are non-refundable. No contract will exist between you and Forefront for the Services until Forefront accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.
8.3. Taxes. If Forefront determines it has an obligation to collect a Sales Tax from you in connection with this the Services or the Fees, Forefront shall collect such Sales Tax in addition to the Fees. If any Services or Fees are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Forefront, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant authority, and you will indemnify Forefront for any liability or expense Forefront may incur in connection with such Sales Taxes. Upon Forefront’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” means any sales use or other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
9. Indemnification. You agree to indemnify and hold Forefront, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Forefront Party” and collectively, the “Forefront Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Forefront Property; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Registered Users; or (e) your violation of any applicable laws, rules or regulations. Forefront reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Forefront in asserting any available defenses. This provision does not require you to indemnify any of the Forefront Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to Forefront Properties.
10. DISCLAIMER OF WARRANTIES AND CONDITIONS.
10.1. As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF FOREFRONT PROPERTIES IS AT YOUR SOLE RISK, AND FOREFRONT PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. FOREFRONT PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE.
10.2. No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT FOREFRONT PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD FOREFRONT PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
10.3. No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF FOREFRONT PROPERTIES. YOU UNDERSTAND THAT FOREFRONT DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF FOREFRONT PROPERTIES. FOREFRONT MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. [FOREFRONT MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH FOREFRONT PROPERTIES.]
10.4. Third-Party Materials. As a part of Forefront Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for Forefront to monitor such materials and that you access these materials at your own risk.
11. LIMITATION OF LIABILITY.
11.1. Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL FOREFRONT PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT FOREFRONT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF FOREFRONT PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE FOREFRONT PROPERTIES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH FOREFRONT PROPERTIES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON FOREFRONT PROPERTIES; OR (e) ANY OTHER MATTER RELATED TO FOREFRONT PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A FOREFRONT PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A FOREFRONT PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A FOREFRONT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
11.2. Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, FOREFRONT PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID TO Forefront by you during the one-month period prior to the act, omission or occurrence giving rise to such liability; (b) ONE HUNDRED DOLLARS ($100); or (c) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A FOREFRONT PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A FOREFRONT PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A FOREFRONT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
11.4. Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
11.5. Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FOREFRONT AND YOU.
12. TERM AND TERMINATION.
12.1 Term. The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Forefront Properties, unless terminated earlier in accordance with the Agreement.
12.2 Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used Forefront Properties or (b) the date you accepted the Agreement, and that the Agreement will remain in full force and effect while you use any Forefront Properties, unless earlier terminated in accordance with the Agreement.
12.3 Termination of Services by Forefront. The Service Fee for any Service shall be non-refundable. If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Agreement, or if Forefront is required to do so by law (e.g., where the provision of the Website, the Software or the Services is, or becomes, unlawful), Forefront has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in Forefront’s sole discretion and that Forefront shall not be liable to you or any third party for any termination of your Account.
12.4 Termination of Services by You. If you want to terminate the Services provided by Forefront, you may do so by closing your Account for all of the Services that you use.
12.5 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Forefront will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
12.6 No Subsequent Registration. If your registration(s) with, or ability to access, Forefront Properties or any other Forefront community, is discontinued by Forefront due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access Forefront Properties or any Forefront community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Forefront Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Forefront reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
13. INTERNATIONAL USERS. Forefront Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Forefront intends to announce such Services or Content in your country. Forefront Properties are controlled and offered by Forefront from its facilities in the United States of America. Forefront makes no representations that Forefront Properties are appropriate or available for use in other locations. Those who access or use Forefront Properties from other countries do so at their own volition and are responsible for compliance with local law.
14. DISPUTE RESOLUTION. Please read the following arbitration agreement in this section (“Dispute Resolution”) carefully. It requires users to arbitrate disputes with Forefront and limits the manner in which you can seek relief from us.
14.1. Applicability of Arbitration Agreement. You agree that any disputebetween You and us (or other Forefront Parties) relating in any way the Services or this Agreement will be resolved by binding arbitration, rather than in court, except that (a) you and the Forefront Parties may assert claims in small claims court if the claims qualify,; and (b) you or the Forefront Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
14.2. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent: Carson Poole, 228 Park Ave S, PMB 99677, New York, NY 10003-1502. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and you cannot obtain a waiver from JAMS, Forefront will pay them for you.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the U.S. county where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
14.3. Authority of Arbitrator. Without limiting the scope of Section 14.1, the arbitrator shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and Forefront Parties. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum’s rules, and this Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
14.4. Waiver of Jury Trial. YOU AND FOREFRONT PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT (OTHER THAN IN SMALL CLAIMS COURT AS PERMITTED HEREIN) AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Forefront Parties are instead electing that all covered claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 14.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
14.5. Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE FOR CLAIMS COVERED BY THIS ARBITRATION AGREEMENT, AND CLAIMS BY OR AGAINST ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF OR AGAINST ANY OTHER USER. If a decision is issued stating that applicable law precludes enforcement of any of this Section 14.5’s limitations as to a given claim for relief, then the applicable claim and only that applicable claim must be severed from the arbitration and brought into the state or federal courts located in New York, New York in accordance with Section 16.7. All other claims shall be arbitrated.
14.6. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to: firstname.lastname@example.org within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter in the future, with us or other Forefront Parties.
14.7. Severability. Except as provided in Section 14.5 , if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
14.8. Survival of Agreement. This Arbitration Agreement will survive the termination or expiration of the Agreement or your relationship with Forefront.
14.9. Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Forefront makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Forefront at the following address: email@example.com.
15. THIRD-PARTY SERVICES.
16. GENERAL PROVISIONS.
16.1. Electronic Communications. The communications between you and Forefront may take place via electronic means, whether you visit Forefront Properties or send Forefront e-mails, or whether Forefront posts notices on Forefront Properties or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Forefront in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Forefront provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
16.2. Release. You hereby release Forefront Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Forefront Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of Forefront Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Forefront Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder.
16.3. Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Forefront’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
16.4. Force Majeure. Forefront shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
16.5. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Forefront Properties, please contact us at: firstname.lastname@example.org. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
16.6. Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Forefront agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in New York, New York.
16.7. Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of NEW YORK, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the AGREEMENT.
16.8. Choice of Language. It is the express wish of the parties that the Agreement and all related documents have been drawn up in English.
16.9. Notice. Where Forefront requires that you provide an e-mail address, you are responsible for providing Forefront with your most current e-mail address. In the event that the last e-mail address you provided to Forefront is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Forefront’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Forefront at the following address: email@example.com. Such notice shall be deemed given when received by Forefront by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
16.10. Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
16.11. Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
16.12. Export Control. You may not use, export, import, or transfer Forefront Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Forefront Properties, and any other applicable laws. In particular, but without limitation, Forefront Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Forefront Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Forefront Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Forefront are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Forefront products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
16.13. Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
16.14. Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.