Effective Date: December 27, 2022
PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY. THIS WEBSITE OR ANY OTHER WEBSITES ON WHICH A LINK TO THE TERMS OF USE APPEAR (COLLECTIVELY, THE “SITE”) AND THE INFORMATION ON IT ARE CONTROLLED BY SENIOR EXECUTIVE MEDIA, LLC ITS PARENTS, SUBSIDIARIES OR AFFILIATES (“BESTORGS,” “US,” “OUR,” AND “WE”). THE TERMS OF USE GOVERNS: (A) YOUR USE OF THE SITE, (B) YOUR USE OF THE SERVICES, INFORMATION AND CONTENT, AVAILABLE OR ENABLED VIA THE SITE (COLLECTIVELY, THE “SERVICES”). BY CLICKING ON THE “I ACCEPT” OR “NEXT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR ACCESSING OR USING ANY OF THE SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE; (2) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY AND, IF APPLICABLE, ON BEHALF OF ANY LEGAL ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT LEGAL ENTITY TO THE TERMS OF USE; AND (3) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH bestorgs. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU ACCESS OR USE THE SERVICES. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICES.
PLEASE BE AWARE THAT SECTION 14 OF THE TERMS OF USE, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THE TERMS OF USE. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
Your use of, and participation in the Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use any portion of the Services that is subject to these additional terms (“Supplemental Service”). If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.”
PLEASE NOTE THAT The Agreement IS subject to change by bestorgs in its sole discretion at any time. When changes are made, BestOrgs will make a new copy of the Terms of Use available on our Site and any new Supplemental Terms will be made available from within, or through, the affected Service. We will also update the “Last Updated” date at the top of the Terms of Use. If we make material changes to the Terms of Use, we may (and, where required by law, will) also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail if you have an Account or another manner through the Services (which may include posting an announcement on our Site). BestOrgs may require you to provide consent to the updated Agreement in a specified manner before further use of the Services are permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SERVICES TO VIEW THE THEN-CURRENT TERMS.
1. BESTORGS SERVICES AND PROPERTIES.
1.1 BestOrgs Properties. The Site, and the Services, and the information and content available on the Site and the Services (as these terms are defined herein) (each, a “BestOrgs Property” and collectively, the “BestOrgs Properties”) are protected by U.S. intellectual property laws. Unless otherwise specified by BestOrgs in a separate license, your right to use any and all BestOrgs Properties is subject to the Agreement. Subject to the Agreement, BestOrgs grants you a limited license to reproduce portions of the BestOrgs Properties for the sole purpose of using the Services for your personal purposes.
1.2 Our Services. We provide an online database of professional organizations (“Organizations”) for you to search and find Organizations that may be of interest. Organizations may register, or even pay, to be included on the BestOrgs Properties or for specific placement or prominence thereof. All information provided through the BestOrgs Properties, is provided for convenience and for informational purposes only. We do not endorse or recommend any Organization included on the BestOrgs Properties. You should conduct your own research into any Organizations included on the BestOrg Properties. If you are an Organization and wish to be included on the BestOrgs Properties, please visit https://bestorganizations.com/apply.
1.3 Updates. You understand that the BestOrgs Properties are evolving. As a result, we may require you to accept updates to the BestOrgs Properties. You acknowledge and agree that BestOrgs may update the BestOrgs Properties with or without notifying you. You may need to update third-party software and agree to third-party agree from time to time in order to use the BestOrgs Properties.
1.4 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 the Services, BestOrgs Properties or any portion of the BestOrgs Properties; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other the BestOrgs Properties (including images, text, page layout or form) of BestOrgs; (c) you shall not use any metatags or other “hidden text” using BestOrgs’ 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 the BestOrgs 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 on the Site (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site 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) you shall not access, use or copy the BestOrgs Properties in order to build a similar or competitive product or service; (g) except as expressly stated herein, no part of the BestOrgs 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 the BestOrgs Properties or products. Any future release, update or other addition to the BestOrgs Properties shall be subject to the Agreement. BestOrgs, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any BestOrgs Property terminates the licenses granted by BestOrgs pursuant to the Agreement.
1.5 Third-Party Materials. As a part of the BestOrgs Properties you may have access to materials that are hosted by another party. You agree that it is impossible for BestOrgs to monitor such materials and that you access these materials at your own risk.
2. REGISTRATION.
2.1 Registering Your Account. In order to access certain features of the Service, you may be required to register an account on the Site (“Account”).
2.2 Registration Data. In registering an Account, 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 eighteen (18) years old; (ii) of legal age to form a binding contract or that you have reviewed the Terms of Use with your parent or legal guardian and he or she agrees to the Terms of Use on your behalf; and (iii) not a person barred from using the BestOrgs 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 the BestOrgs Properties by minors. You may not share your Account or password with anyone, and you agree to (y) notify us 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 BestOrgs has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, BestOrgs has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account on behalf of someone other than yourself. BestOrgs 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 the BestOrgs Properties if you have been previously removed by BestOrgs, or if you have been previously banned from any of the BestOrgs Properties.
3. RESPONSIBILITY FOR CONTENT.
3.1 Types of Content. You acknowledge that all information supplied in and through the Services (“Content”), including the BestOrgs Properties, is the sole responsibility of the party from whom such Content originated. This means that you, and not BestOrgs, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the BestOrgs Properties (“Your Content”), and that you and other users featured on the BestOrgs Properties and not BestOrgs, are similarly responsible for all Content that you and they Make Available through the BestOrgs Properties (“User Content”). You understand that Organizations are responsible for all Content they Make Available, or is Made Available on their behalf, through the BestOrgs Properties (“Organization Content”).
3.2 No Obligation to Pre-Screen Content. You acknowledge that BestOrgs has no obligation to pre-screen Content (including, but not limited to, User Content and Organization Content), although BestOrgs reserves the right in its sole discretion to pre-screen, refuse or remove any Content at any time with or without notice in its sole discretion. 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 BestOrgs pre-screens, refuses or removes any Content, you acknowledge that BestOrgs will do so for BestOrgs’ benefit, not yours. Without limiting the foregoing, BestOrgs shall have the right to remove any Content that violates the Agreement or is otherwise objectionable.
4. OWNERSHIP.
4.1 The BestOrgs Properties. Except with respect to Your Content, Organization Content and User Content, you agree that BestOrgs and its suppliers own all rights, title and interest in the BestOrgs Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any of the BestOrgs Properties.
4.2 Trademarks. BestOrgs and all related graphics, logos, service marks and trade names used on or in connection with the BestOrgs Properties or in connection with the Services are the trademarks of BestOrgs 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 the BestOrgs Properties are the property of their respective owners (including but not limited to Organizations).
4.3 Other Content. Except with respect to Your Content, you agree that you have no right, title, or interest in or to any Content that appears on or in the BestOrgs Properties.
4.4 Your Content. We do not claim ownership of Your Content. You grant BestOrgs a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, host, display, publish, license, distribute, reproduce, modify and adapt Your Content (in whole or in part) for the purposes of operating, providing, developing and improving the BestOrgs Properties to you and to our other users; as well as researching and developing new Services. 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 BestOrgs, are responsible for all of Your Content that you Make Available on the BestOrgs Properties.
4.5 Your Profile. Any Content posted by you may not contain nudity, violence, sexually explicit, or offensive subject matter as determined by BestOrgs in its sole discretion. You may not post or submit a photograph of another person or other intellectual property owned by another person or entity without that person’s or entity’s permission.
4.6 Feedback. In order to avoid the possibility of any future misunderstandings in connection with any products, services, projects or creative ideas which BestOrgs or its parents, subsidiaries or affiliates may develop, which may be similar to a third party’s creative materials, it is the BestOrg’s policy to not allow, accept or consider creative ideas, proposals, suggestions or other materials which BestOrg does not request from You in writing (“Unsolicited Materials” or “Feedback”). Therefore, BestOrg requests that You do not provide any Unsolicited Materials or in any other manner to BestOrg in connection with Your use of the Services or otherwise. BestOrgs and its parents, subsidiaries and affiliates are constantly developing products, programs or services and that the development and exploitation thereof shall not entitle You to any compensation of any sort, regardless of the similarity to any Unsolicited Materials. Notwithstanding the foregoing, You agree that any Unsolicited Materials that You submit to BestOrgs shall automatically become the property of BestOrgs, without any compensation, accreditation or notice to You, that BestOrgs may use or redistribute any submission of Unsolicited Materials either in the form which You submit them or in an altered form, that BestOrgs has no obligation to keep any submitted Unsolicited Materials, and that, to the extent that the Unsolicited Materials are subject to a confidentiality agreement with any third party, that by submitting Unsolicited Materials to BestOrgs, You may violate such confidentiality agreement, that BestOrgs is not bound thereby, and that You will indemnify, hold harmless, and defend BestOrgs from any third party legal action arising from Your disclosure of the Unsolicited Materials and/or BestOrg’s subsequent unrestricted right to use the Unsolicited Materials. You represent and warrant that you have all rights necessary to submit the Feedback. To the extent any Unsolicited Materials or Feedback cannot be assigned to BestOrgs, You hereby grant to BestOrgs 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 Services, the BestOrgs Properties and/or BestOrgs’s business.
5. USER CONDUCT.
5.1 Prohibitions on Use. As a condition of use, you agree not to use the BestOrgs Properties for any purpose that is prohibited by the Agreement or by applicable law. You shall not (and shall not permit any third-party) either (a) to take any action or (b) Make Available any Content on or through the BestOrgs Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) you do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); (iii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (v) impersonates any person or entity, including any employee or representative of BestOrgs; (vi) interferes with or attempts to interfere with the proper functioning of the BestOrgs Properties or uses the BestOrgs Properties in any way not expressly permitted by the Agreement; or (vii) to attempt or engage in any potentially harmful acts that are directed against the BestOrgs Properties, including but not limited to violating or attempting to violate any security features of the BestOrgs Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the BestOrgs Properties, introducing viruses, worms, or similar harmful code into the BestOrgs Properties, or interfering or attempting to interfere with use of the BestOrgs Properties by any other user, Organization, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing”, or “crashing” the BestOrgs Properties.
5.2 Commercial Activities. You agree that you will not, under any circumstances (except to the extent expressly authorized by the Agreement): (i) Upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation in connection with any BestOrgs Property; (ii) reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose any portion of the BestOrgs Properties (including your Account), or access to or use of the BestOrgs Properties; (iii) use the BestOrgs Properties or any part thereof for any commercial purpose, including, but not limited to, communicating or facilitating any commercial advertisement or solicitation; (iv) engage in any chain letters, contests, junk email, pyramid schemes, spamming, surveys or other duplicative or unsolicited messages (commercial or otherwise) in connection with the BestOrgs Properties; or (v) market any goods or services for any business purposes on or in connection with any the BestOrgs Properties.
6. INVESTIGATIONS. BestOrgs may, but is not obligated to, monitor or review the BestOrgs Properties and Content at any time. Without limiting the foregoing, BestOrgs 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 BestOrgs does not generally monitor user activity occurring in connection with the BestOrgs Properties or Content, if BestOrgs becomes aware of any possible violations by you of any provision of the Agreement, BestOrgs reserves the right to investigate such violations, and BestOrgs may, at its sole discretion, immediately terminate your license to use the BestOrgs Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
7. THIRD-PARTY SERVICES.
7.1 Third-Party Websites, Applications and Ads. The BestOrgs Properties may contain links to third-party websites (“Third-Party Websites”), and applications (“Third-Party Applications”), and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad, we will not warn you that you have left the BestOrgs Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications and Third-Party Ads are not under the control of BestOrgs. BestOrgs is not responsible for any Third-Party Websites, Third-Party Applications or Third-Party Ads. BestOrgs provides these Third-Party Websites, Third-Party Applications and Third-Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or any product or service provided in connection therewith. You use all links in Third-Party Websites, Third-Party Applications and Third-Party Ads at your own risk. When you leave our Website, the Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
8. Indemnification. You agree to indemnify and hold BestOrgs, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “BestOrgs Party” and collectively, the “BestOrgs 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 BestOrgs Property; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any other Users or Organizations; or (e) your violation of any applicable laws, rules or regulations. BestOrgs 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 BestOrgs in asserting any available defenses. This provision does not require you to indemnify any of the BestOrgs Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the 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 the BestOrgs Properties.
9. ORGANIZATION DISCLAIMERS.
9.1 Participating Organizations. The information related to each Organization does not represent BestOrgs views, or the view of any individual associated with BestOrgs, and BestOrgs do not control this information. We make no warranty as to the accuracy or completeness of any of the information posted by and/or on behalf of the Organizations on or through the BestOrgs Properties, and do not take any responsibility or assume any liability for any actions you may take as a result of reading or using the information posted by and/or on the behalf of the Organization on or through the BestOrgs Properties. By using our BestOrgs Properties, you assume all associated risks.
9.2 Premium Organizations. Please note that some Organizations may pay BestOrgs in order to receive better placement, promotion, benefits and communications on the BestOrgs Properties (“Premium Organizations”). Premium Organizations will be designated as such on the BestOrgs Properties. You understand that we are not endorsing or recommending any Organizations, including Premium Organizations.
9.3 No Endorsements or Affiliation. BestOrgs does not recommend or endorse any Organization. We are solely an information service that provides you with information about Organizations. You should conduct your own research into any Organization included on our BestOrgs Properties. Any ranking or rating given by BestOrgs to an Organization, or inclusion of an Organization on the BestOrg Properties, is subjectively decided by BestOrgs, based on publicly available information, affiliation with BestOrgs and/or premium payments to BestOrgs. BestOrgs is not a representative or agent of Users or Organizations. We do not act on either your or Organization’s behalf.
9.4 INFORMATION PROVIDED. ALL INFORMATION, CONTENT, MATERIALS, AND ADVICE AVAILABLE ON OR THROUGH THE BESTORGS PROPERTIES, INCLUDING ORGANIZATION CONTENT IS FOR YOUR INFORMATIONAL PURPOSE ONLY. BESTORGS EXPRESSLY DISCLAIMS, AND YOU EXPRESSLY RELEASE US FROM, ANY AND ALL LIABILITY CONCERNING ANY ACTION BY OR EFFECT TAKEN BY ANY PERSON FOLLOWING THE INFORMATION OFFERED OR PROVIDED ON OR THROUGH THE BESTORGS PROPERTIES. FURTHER, WE SHALL HAVE NO LIABILITY ARISING FROM YOUR PURCHASES OF THIRD-PARTY GOODS OR SERVICES BASED UPON THE INFORMATION PROVIDED ON THE BESTORG PROPERTIES.
10. DISCLAIMER OF WARRANTIES AND CONDITIONS.
10.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND YOUR USE OF BESTORGS PROPERTIES OR PRODUCTS IS AT YOUR SOLE RISK, AND THE BESTORGS PROPERTIES AND PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. BESTORGS 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. BESTORGS PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES OR PRODUCTS WILL MEET YOUR REQUIREMENTS; (2) THE INFORMATION, CONTENT, AND DATA ON THE SERVICES ARE ACCURATE; (3) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (4) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE BESTORGS PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE BESTORGS PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
10.2 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT THE BESTORGS PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD BESTORGS PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING ORGANIZATIONS AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. BESTORGS 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. BESTORGS 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 THE BESTORGS PROPERTIES.
10.3 No Liability for Membership Issues. YOU ACKNOWLEDGE AND AGREE THAT BESTORGS PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD BESTORGS LIABLE, FOR CONTRACTS, CONTRACTUAL OBLIGATIONS, OR OTHER OBLIGATIONS THAT MAY ARISE FROM YOUR MEMBERSHIP RELATIONSHIP BETWEEN YOU AND ORGANIZATION.
11. LIMITATION OF LIABILITY.
11.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL BESTORGS 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, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT BESTORGS 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 BESTORGS PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE BESTORGS PROPERTIES; (2) 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 THE BESTORGS PROPERTIES OR PRODUCTS; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE BESTORGS PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO THE BESTORGS PROPERTIES OR PRODUCT, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A BESTORGS PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A BESTORGS PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A BESTORGS PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
11.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL BESTORGS PARTIES BE LIABLE TO YOU FOR MORE THAN ONE HUNDRED DOLLARS ($100.00). THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A BESTORGS PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A BESTORGS PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A BESTORGS PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
11.3 User Content. EXCEPT FOR BESTORGS’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN BESTORGS’S PRIVACY POLICY, BESTORGS ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
11.4 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BESTORGS AND YOU.
12. REMEDIES.
12.1 Violations. If BestOrgs becomes aware of any possible violations by you of the Agreement, BestOrgs reserves the right to investigate such violations. If, as a result of the investigation, BestOrgs believes that criminal activity has occurred, BestOrgs reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. BestOrgs is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the BestOrgs Properties, including Your Content, in BestOrgs’s possession in connection with your use of the BestOrgs Properties, to (a) comply with applicable laws, legal process or governmental request, (b) enforce the Terms of Use, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for customer service, or (e) protect the rights, property or personal safety of BestOrgs, its Users, Organizations or the public, and all enforcement or other government officials, as BestOrgs in its sole discretion believes to be necessary or appropriate.
12.2 Breach. In the event that BestOrgs determines, in its sole discretion, that you have breached any portion of the Agreement, or have otherwise demonstrated conduct inappropriate for the BestOrgs Properties, BestOrgs reserves the right to (i) delete any of Your Content provided by you or your agent(s) to the BestOrgs; (ii) warn you via e-mail (to any e-mail address you have provided to BestOrgs) that you have violated the Agreement; (iii) discontinue your registration with any of the BestOrgs Properties; (iv) discontinue your access to any Services; (v) notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or (vi) pursue any other action which BestOrgs deems to be appropriate.
13. TERM AND TERMINATION.
13.1 Term. The Agreement commences on the date when you accept the terms (as described in the preamble above) and remain in full force and effect while you use the BestOrgs Properties and BestOrgs Product, unless terminated earlier in accordance with the Agreement.
13.2 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 the BestOrgs Properties or (b) the date you accepted the Agreement and will remain in full force and effect while you use any the BestOrgs Properties, unless earlier terminated in accordance with the Agreement.
13.3 Termination of Services by BestOrgs. At its sole discretion, BestOrgs may modify or discontinue the Services, or may modify, suspend or terminate your access to the Services, for any or no reason, with or without notice to you and without liability to you or any third party.
13.4 Termination of Services by You. If you want to terminate the Services provided by BestOrgs, you may do so by closing your Account for all of the Services that you use.
13.5 Effect of Termination. Termination of any Services includes removal of access to such Service and barring of further use of the Service. You understand that any termination of Services may involve deletion of Your Content or promotional benefits associated therewith from our live databases. BestOrgs 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.
13.6 No Subsequent Registration. If your registration(s) with or ability to access the BestOrgs Properties, or any other BestOrgs community is discontinued by BestOrgs 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 the BestOrgs Properties or any BestOrgs 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 the BestOrgs Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, BestOrgs 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.
14. DISPUTE RESOLUTION. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with BestOrgs and limits the manner in which you can seek relief from us.
14.1 Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Services, or to any aspect of your relationship with BestOrgs, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or BestOrgs 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 Corporation Services Company, 251 Little Falls Drive, Wilmington, DE 19808. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims 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 cannot obtain a waiver from JAMS, BestOrgs will pay them for you. In addition, BestOrgs will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country 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. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) 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 arbitration will decide the rights and liabilities, if any, of you and BestOrgs. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. 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 BESTORGS HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and BestOrgs are instead electing that all 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, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in the State, City and County of New York. 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 written notice of your decision to opt out to: hello@bestorganizations.com , within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your BestOrgs username (if any), the email address you used to set up your account (if you have one), and an unequivocal 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, or may enter in the future, with us.
14.7 Severability. Except as provided in subsection 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 of your relationship with BestOrgs.
14.9 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if BestOrgs 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 BestOrgs at the following address: hello@bestorganizations.com.
15. GENERAL PROVISIONS.
15.1 Electronic Communications. The communications between you and BestOrgs may take place via electronic means, whether you visit the BestOrgs Properties or send BestOrgs e-mails, or whether BestOrgs posts notices on the BestOrgs Properties or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from BestOrgs in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that BestOrgs 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.
15.2 Release. You hereby release BestOrgs 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 the BestOrgs 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 the BestOrgs 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 which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” 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 BestOrgs Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services provided hereunder.
15.3 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
15.4 Force Majeure. We 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.
15.5 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the BestOrgs Properties, please contact us at: hello@bestorganizations.com.. 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.
15.6 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and BestOrgs 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 the State, City and County of New York.
15.7 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.
15.8 Notice. Where BestOrgs requires that you provide an e-mail address, you are responsible for providing us with your most current e-mail address. In the event that the last e-mail address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to BestOrgs at the following address: hello@bestorganizations.com or if sent by regular mail to Senior Executive Media, LLC c/o Polsinelli, PC, 600 Third Avenue, 42nd Floor, New York, New York 10016 attn: Craig M. Spierer, Esq. Such notice shall be deemed given when received by BestOrgs by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.
15.9 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.
15.10 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.
15.11 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 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
15.12 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.
