DEVONISPALE.COM TERMS OF SERVICE
Last Updated: January 16, 2018
ACCEPTANCE OF TERMS
The Services are available only to individuals who are at least 18 years old and to companies that are appropriately licensed and otherwise legally permitted to conduct business. You represent and warrant that (a), if you are an individual, you are at least 18 years old, and (b) if you are a company, you are appropriately licensed and are legally permitted to conduct business.
MODIFICATION OF AGREEMENT
devonispale.com reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time, in its sole discretion, by posting changes at http://www.devonispale.com or such other URL that devonispale.com may provide from time to time). Your continued use of any part of the Site following the posting of such changes or modifications will constitute your acceptance of such changes or modifications.
“Downloadable Content” means any information document that can be downloaded for free from devonispale.com.
All Downloadable Content is for informational purposes only.
devonispale.com expressly disclaims responsibility, and shall have no liability, for any damages, loss, injury, or liability whatsoever suffered as a result of your reliance on the information contained in this site.
FEES AND PAYMENT
All content is provided to you free of charge. devonispale.com may change its fees and payment policies from time to time. The changes will be posted at http://www.devonispale.com (or such other URL that devonispale.com may provide from time to time).
REPRESENTATIONS AND WARRANTIES
You represent and warrant to devonispale.com that: (i) you have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder and to permit devonispale.com to perform the Services contemplated under this Agreement; (ii) you have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including, without limitation, any relevant data protection or privacy laws) and (iii) you will at all times comply with all applicable devonispale.com policies.
PRIVACY AND INFORMATION COLLECTION
“Confidential Information” includes any proprietary data and any other information disclosed by one party to the other in writing and marked “confidential” or disclosed orally and, within ten business days, indicated in writing as “confidential”. Notwithstanding the foregoing, Confidential Information will not include any information that is or becomes publicly known, which is already in the receiving party’s possession prior to disclosure by a party or which is independently developed or collected by the receiving party without the use of Confidential Information. Neither party will use or disclose the other party’s Confidential Information without the other’s prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order. Upon termination of this Agreement, the parties will promptly either return or destroy all Confidential Information and, upon request, provide written certification of such.
You agree to indemnify, defend and hold harmless devonispale.com, its employees, officers and directors, or users from and against any and all claims, liabilities, penalties, settlements, judgments, fees (including reasonable attorneys’ fees) arising from (i) any information that you may submit or access in the course of using the Site; (ii) your breach of any representation or warranty in, or violation of the terms of this Agreement or any agreement or other instrument with a third party applicable to you; (iii) any violation or failure by you to comply with all laws and regulations in connection with your use of the Site, whether or not described herein.
If you use the Site on behalf of any third party, you represent and warrant that you are authorized to act on behalf of, and bind to this Agreement, that third party. You shall ensure that each third party is bound by and abides by the terms of this Agreement. You agree to indemnify, hold harmless and defend devonispale.com and its parents, subsidiaries, affiliates, officers and employees, at your expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees and other litigation expenses) incurred by devonispale.com, arising out of or relating to (i) any representations and warranties made by you concerning any aspect of the Site; (ii) any claims made by or on behalf of any third party pertaining directly or indirectly to your use of the Site; (iii) violations of your obligations of privacy to any third party; and (iv) any claims with respect to acts or omissions of third parties in connection with the Site.
devonispale.com may include hyperlinks to third-party websites or resources. devonispale.com has no control over any third-party websites or resources. You acknowledge and agree that devonispale.com (i) is not responsible for the availability of or access to any such third-party websites or resources, (ii) does not endorse you, your products or services, or any advertising, products or other materials available on or from such third-party websites or resources, and (iii) is not liable for any loss or damage which you may have incurred as a result of the availability of any third-party website or resources, or lack thereof, or your reliance on the accuracy or completeness of any advertising, products or other resources from such third-parties.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
The information and services included in or available through the Site, including Downloadable Content, may include inaccuracies or typographical errors. devonispale.com may make improvements and/or changes in the Site at any time, with or without notice.
DEVONISPALE.COM DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY REGARDING THE SERVICES TO THE FULL EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SERVICES ARE PROVIDED “AS-IS” AND WITHOUT WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF PERFORMANCE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. FURTHER, DEVONISPALE.COM DOES NOT MAKE, AND HAS NOT MADE, ANY REPRESENTATION OR WARRANTY THAT THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR VIRUS-FREE OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
IN NO EVENT WILL DEVONISPALE.COM, ITS SUBSIDIARIES, AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE “DEVONISPALE.COM PARTIES”), BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY UNDER ANY THEORY FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST INCOME, REVENUE OR PROFITS, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS, ARISING OUT OF THIS AGREEMENT OR THE SERVICES, EVEN IF DEVONISPALE.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. THE DEVONISPALE.COM PARTIES’ AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100). APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, THE DEVONISPALE.COM PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
You shall not, directly or indirectly, take or authorize or encourage any third party to take any fraudulent action in the use of the Services, including without limitation, click fraud or fraudulent downloads, nor shall you engage in any activity that interferes with, disrupts or interacts in an unauthorized manner with the Services or Platform (or servers and networks which are connected to the Platform), including but not limited to use of robots, scrapers or other automated query tools and/or computer generated search requests. devonispale.com may terminate your use of Site at any time for any reason, including without limitation, such fraudulent or unauthorized activity, in its sole discretion.
INTERNATIONAL USE; EXPORT CONTROLS
The Services and the transmission of applicable data, if any, is subject to United States export control laws. No Software may be downloaded from the Services or otherwise exported or re-exported in violation of the export control laws of the United States.
MODIFICATIONS TO AND TERMINATION OF THE SERVICES
devonispale.com reserves the right to discontinue offering the Services or to modify the Services at any time in its sole discretion. If you are dissatisfied with any aspect of the Site at any time, your sole and exclusive remedy is to cease using it. Notwithstanding anything contained in this Agreement to the contrary, devonispale.com may also, in its sole discretion, terminate or suspend your access to the Services at any time. Upon any termination of this Agreement, devonispale.com will cease providing the Services.
WAIVER AND SEVERABILITY
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. devonispale.com’s acquiescence in the breach of a provision of this Agreement or failure to act upon such breach does not waive devonispale.com’s right to act with respect to subsequent or similar breaches. Likewise, the delay or failure of devonispale.com to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
CHOICE OF LAW AND FORUM
This Agreement and the relationship between you and devonispale.com shall be interpreted in accordance with the laws of the State of North Carolina without regard to conflict of laws principles. Subject to the arbitration provisions below, you and devonispale.com hereby agree to submit exclusively, to the personal jurisdiction of the state courts with jurisdiction over Charlotte, North Carolina and/or the U.S. District Court for the Western District of North Carolina.
Certain portions of this Section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and devonispale.com agree that we intend that this Section satisfies the “writing” requirement of the Federal Arbitration Act.
You or devonispale.com may elect to have any controversy, allegation or claim arising out of or relating to this Agreement, the Services, including but not limited to claims for indemnification, contribution, or cross-claims in a pending action involving one or more third parties (collectively, a “Dispute”) finally and exclusively resolved by binding arbitration before a sole arbitrator under the rules and regulations of the American Arbitration Association. If an in-person arbitration hearing is required, then it will be conducted in Charlotte, North Carolina; but if the applicable arbitration rules or laws require the arbitration to be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration, devonispale.com shall have the right to elect to proceed to arbitration in such location. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. You and devonispale.com will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require devonispale.com to pay a greater portion or all of such fees and costs in order for this Section to be enforceable, then devonispale.com will have the right to elect to pay the fees and costs and proceed to arbitration.
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT (I) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER; (II) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; AND (III) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS.