BY ACCESSING AND/OR USING THE SERVICE, INCLUDING BY DOING SO AFTER ACCESSING THIS AGREEMENT, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW. Any individual using the Service on behalf of a company further represents and warrants that they are authorized to act and enter into contracts on behalf of that company. This Agreement is void where prohibited.
Subject to Your compliance with the terms and conditions of this Agreement, The Irina Ansell Website grants You a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to access the The Irina Ansell Website and use the Service. The Service, including any photograph, video, or text appearing on the The Irina Ansell Website, may not be reproduced, duplicated, copied, modified, sold, resold, distributed, transmitted, or otherwise exploited for any commercial purpose without the prior, express written consent of Irina Ansell. All rights not expressly granted herein are reserved by The Irina Ansell Website. Without limitation, this Agreement grants You no rights in or to the intellectual property of Irina Ansell or any other party, except as expressly set forth herein. The license granted in this section is conditioned on Your compliance with the terms and conditions of this Agreement. Your rights under this section will immediately terminate in the event that You breach, actually or potentially, in the sole judgment of The Irina Ansell Website, any provision of this Agreement.
6. NO RELIANCE ON THIRD-PARTY CONTENT
The Service is provided for entertainment purposes only. Opinions, advice, statements, or other information made available by means of the Service by third-parties, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. The Irina Ansell Website does not: (i) guarantee the accuracy, completeness, or usefulness of any third-party information accessible on or through the Service; or (ii) adopt, endorse, or accept responsibility for the accuracy or reliability of any opinion, advice or statement made by a third-party by means of the Service. Under no circumstances will The Irina Ansell Website be responsible for any loss or damage resulting from your reliance on information or other content posted through the Service transmitted to or by any third-party.
7. ASSUMPTION OF RISK; RELEASE
YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING THE SERVICE. YOU, ON BEHALF OF YOURSELF, YOUR PERSONAL REPRESENTATIVES, AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND, AND INDEMNIFY IRINA ANSELL, THE IRINA ANSWELL WEBSITE, AND ALL STOCKHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, CONSULTANTS, REPRESENTATIVES, SUBLICENSEES, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “IRINA ANSELL PARTIES”) FROM ANY AND ALL CLAIMS, ACTIONS, OR LOSSES FOR BODILY INJURY, PROPERTY DAMAGE, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF PRIVACY, OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, THAT MAY RESULT FROM YOUR USE OF THE SERVICE.
8. ACCURATE USER INFORMATION; PASSWORD PROTECTION
You may also be asked to provide a username and password in connection with Your use of certain features of the Service. You are entirely responsible for maintaining the confidentiality of Your password. You may not use the username or password of any other member at any time, nor may You circumvent any authentication mechanism requiring the entry of usernames or passwords to gain unauthorized access to the Service. You agree to notify The Irina Ansell Website immediately of any unauthorized use of Your user name or password. The Irina Ansell Website shall not be liable for any loss that You incur as a result of someone else using Your username or password, either with or without Your knowledge. You may be held liable for any losses incurred by The Irina Ansell Website, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of Your username or password.
9. YOUR INTERACTIONS WITH OTHER USERS
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE IRINA ANSELL WEBSITE HAS NOT, AND DOES NOT, IN ANY WAY GUARANTEE THAT IT WILL: (A) SCREEN ITS USERS; (B) INQUIRE INTO THE BACKGROUNDS OF ITS USERS; OR (C) REVIEW OR VERIFY THE STATEMENTS OF ITS USERS. YOU HEREBY AGREE TO EXERCISE REASONABLE PRECAUTION IN ALL INTERACTIONS WITH OTHER USERS, PARTICULARLY IF YOU DECIDE TO MEET ANOTHER USER OR USERS IN PERSON. THE IRINA ANSELL WEBSITE DOES NOT REPRESENT, WARRANT, ENDORSE OR GUARANTEE THE CONDUCT OF ITS USERS. IN NO EVENT SHALL IRINA ANSELL OR THE IRINA ANSELL PARTIES BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO ANY USER’S CONDUCT IN CONNECTION WITH SUCH USER’S USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, BODILY INJURY, PROPERTY DAMAGE, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF PRIVACY OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS BETWEEN USERS.
10. CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS FROM THE IRINA ANSWELL WEBSITE
Without limitation, by registering for the Service and providing your name, email, postal or residential address, and/or phone number through the Service, you hereby expressly consent to receive electronic and other communications from The Irina Ansell Website, over the short term and periodically, including email and short-message service (“SMS” or “text message”) communications, regarding the Service, new product offers, promotions, and other matters. You may opt-out of receiving electronic communications at any time by following the unsubscribe instructions contained in each communication.
(a) Reserved Rights
You acknowledge and agree that The Irina Ansell Website reserves the right to charge for goods offered through the website, subject to The Irina Ansell Website’s amendment as specified in this Agreement. ALL FEES AND CHARGES ARE NONREFUNDABLE, AND THERE ARE NO REFUNDS. The Irina Ansell Website’s decision not to exercise any specific right or require performance of any specific obligation under this Agreement, including without limitation the collection of regularly recurring fees from You, shall not affect The Irina Ansell Website’s subsequent ability to exercise such right or require such performance at any time thereafter. By ordering goods through the Service, You authorize The Irina Ansell Parties and/or any payment processor partnered with The Irina Ansell Website, to charge the PayPal account You provide, in addition to applicable sales taxes and other taxes.
(b) PayPal Account Required
You must hold or create an account with PayPal, Inc. to place orders through The Irina Ansell Website. You agree to all applicable terms in the PayPal Terms of Services and Legal Agreements. The Irina Ansell Website will not accept money transfer through any means other than PayPal.
12. THIRD-PARTY WEBSITES
The Service is linked with the websites of third parties (“Third-Party Websites”), some of whom may have established relationships with The Irina Ansell Website and some of whom may not. The Irina Ansell Website does not have control over the content and performance of Third-Party Websites. The Irina Ansell Website has not reviewed, and cannot review or control, all of the material, including computer software or other goods or services, made available on or through third-party websites. Accordingly, The Irina Ansell Website does not represent, warrant, or endorse any third-party website, or the accuracy, currency, content, fitness, lawfulness, or quality of the information, material, goods, or services available through Third-Party Websites. The Irina Ansell Website disclaims, and you agree to assume, all responsibility and liability for any damages or other harm, whether to you or to third parties, resulting from your use of Third-Party Websites.
13. USER CONTENT
“User Content” is any content, material, or information, not including personally identifiable information (e.g., first and last name, address, phone number, email address, etc.), that You submit, upload, and/or post to, or transmit, display, perform, or distribute by means of, the Service, whether in connection with Your use of the Service or otherwise. The Irina Ansell Website does not claim ownership of any User Content. You retain all right, title and interest, including without limitation all worldwide intellectual property rights, in and to Your User Content. BY SUBMITTING, UPLOADING, OR POSTING USER CONTENT IN ANY FORM WITH, THROUGH, OR TO THE SERVICE YOU THEREBY GRANT THE IRINA ANSELL PARTIES A ROYALTY-FREE, PERPETUAL, NON-EXCLUSIVE, UNRESTRICTED, FULLY PAID-UP, WORLDWIDE, SUBLICENSABLE, REVOCABLE (AS SET FORTH IN SECTION 23 OF THIS AGREEMENT), ASSIGNABLE LICENSE TO COPY OR OTHERWISE REPRODUCE, MODIFY, ADAPT, TRANSLATE, DISTRIBUTE, ENHANCE, TRANSMIT, PUBLICLY DISPLAY OR PERFORM, REFORMAT, AND/OR OTHERWISE USE USER CONTENT IN CONNECTION WITH THE OPERATION OF THE SERVICE, OR ANY OTHER SIMILAR OR RELATED BUSINESS, IN ANY MEDIUM NOW EXISTING OR LATER DEVISED, INCLUDING WITHOUT LIMITATION IN ADVERTISING AND PUBLICITY. YOU AGREE TO WAIVE, AND HEREBY WAIVE, ANY CLAIMS ARISING FROM OR RELATING TO THE EXERCISE BY THE IRINA ANSELL PARTIES OF THE RIGHTS GRANTED UNDER THIS SECTION, INCLUDING WITHOUT LIMITATION ANY CLAIMS RELATING TO YOUR RIGHTS OF PERSONAL PRIVACY AND PUBLICITY. YOU WILL NOT BE COMPENSATED FOR ANY EXERCISE OF THE LICENSE GRANTED UNDER THIS SECTION.
You hereby represent and warrant that You: (a) own all rights, title and interest in and to any and all User Content You submit, or are otherwise authorized to grant the rights provided The Irina Ansell Parties under this section, OR (b) have written consent, release, and/or permission of each and every identifiable individual person in any User Content You submit to use the name and likeness of each and every such identifiable person in the User Content. You agree that you will not submit any User Content that does not fully comply with The Irina Ansell Website’s prohibitions against Objectionable Content, as detailed in Section 16.
The Irina Ansell Website reserves the right, in its sole discretion, to reject any User Content for any reason. “Objectionable Content” specified in Section 16 and “Prohibited Uses” in Section 17 are not exhaustive lists of content that The Irina Ansell Website reserves the right to remove or deny.
14. PUBLIC FORUMS
“Public Forum” is any area, site or feature offered as part of the Service (including without limitation blogs, photo and video sharing, and personal messaging features) that enables You (a) to upload, submit, post, display, perform, distribute, and/or view User Content, and/or (b) to communicate, share, or exchange User Content with other users or other visitors. You acknowledge that Public Forums, and features contained therein, are for public and not private communications. You further acknowledge that anything You upload, submit, post, transmit, communicate, share, or exchange by means of any Public Forum may be viewed on the Internet by the general public, and therefore, You have no expectation of privacy with regard to any such submission or posting. You are, and shall remain, solely responsible for the User Content you upload, submit, post, transmit, communicate, share, or exchange by means of any Public Forum and for the consequences of submitting or posting same. The Irina Ansell Website disclaims any perceived, implied, or actual duty to monitor Public Forums and specifically disclaims any responsibility or liability for information provided thereon.
15. YOUR RESPONSIBILITY FOR DEFAMATORY COMMENTS
You agree and understand that you may be held legally responsible for damages suffered by other users or third-parties as the result of Your remarks, information, feedback, or other content posted or made available through the Service that is deemed defamatory or otherwise legally actionable. Under the Federal Communications Decency Act of 1996, The Irina Ansell Website is not legally responsible, nor can it be held liable for damages of any kind, arising out of or in connection to any defamatory or otherwise legally actionable remarks, information, feedback, or other content posted or made available through the Service.
16. OBJECTIONABLE CONTENT
17. PROHIBITED USES
The Irina Ansell Website imposes certain restrictions on Your use of the Service. You agree that you will not: (a) “stalk” or otherwise harass any person, or contact any person who has requested not to be contacted; (b) provide false, misleading or inaccurate information to The Irina Ansell Website or any other member; (c) impersonate, or otherwise misrepresent affiliation, connection or association with, any person or entity; (d) modify or change the placement and location of any advertisement posted through the Service; (e) harvest or otherwise collect information about The Irina Ansell Website users, including email addresses and phone numbers; (f) use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Service for any use, including without limitation use on Third-Party Websites; (g) access content or data not intended for You, or log onto a server or account that You are not authorized to access; (h) attempt to probe, scan, or test the vulnerability of the Service, or any associated system or network, or breach security or authentication measures without proper authorization; (i) interfere or attempt to interfere with the use of the Service by any other user, host, or network, including, without limitation by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; (j) use the Service to send unsolicited e-mail, including without limitation promotions or advertisements for products or services; (k) forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance or distribution by means of, the Service; or (l) attempt to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the Irina Ansell Parties in providing the Service. Any violation of this section may subject You to civil and/or criminal liability.
18. INTELLECTUAL PROPERTY
(a) Compliance with Law
You represent and warrant that, when using the Service, You obey all applicable laws and respect the intellectual property rights of others. Your use of the Service is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property generally. You agree not to upload, post, transmit, display, perform, or distribute any content, information or other materials in violation of any third-party’s copyrights, trademarks, or other intellectual property or proprietary rights.
YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE THE SOLE AND EXCLUSIVE OWNER OF ANY USER CONTENT THAT YOU SUBMIT THROUGH THE SERVICE. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF ANY LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USE OF THE SERVICE. THE IRINA ANSELL WEBSITE USERS BEAR THE SOLE BURDEN OF PROVING THAT CONTENT, INFORMATION OR OTHER MATERIALS DO NOT VIOLATE ANY LAWS OR THIRD-PARTY RIGHTS.
The Irina Ansell Website and the “The Irina Ansell Website logo” (collectively, the “The Irina Ansell Website Marks”) are trademarks or registered trademarks of Irina Ansell. Other trademarks, service marks, graphics, logos, and domain names appearing anywhere on, through, or in connection with the Service may be the trademarks of third-parties. Neither Your use of the Service nor this Agreement grant You any right, title or interest in or to, or any license to reproduce or otherwise use, the The Irina Ansell Website Marks or any third-party trademarks, service marks, graphics, logos, or domain names. You agree that any goodwill in the The Irina Ansell Website Marks generated as a result of Your use of the Service will inure to the benefit of Irina Ansell, and You agree to assign, and hereby do assign, all such goodwill to Irina Ansell. You shall not at any time, nor shall You assist others to, challenge Irina Ansell’s right, title, or interest in or to, or the validity of, the The Irina Ansell Website Marks.
(c) Copyrighted Materials; Copyright Notice
All content and other materials available through the Service, including without limitation the The Irina Ansell Website logo, design, text, graphics, and other files, and the selection, arrangement, and organization thereof, are either owned by Irina Ansell or are the property of The Irina Ansell Parties or their licensors and suppliers. Except as explicitly provided, neither Your use of the Service nor this Agreement grant You any right, title, or interest in or to any such materials.
(d) DMCA Policy
As The Irina Ansell Website asks others to respect The Irina Ansell Website’s intellectual property rights, The Irina Ansell Website respects the intellectual property rights of others. If you believe content located on or linked-to by the Service violates Your copyright, you are encouraged to please immediately notify The Irina Ansell Website by means of emailed notice (“Infringement Notice”), providing the information described herein. If The Irina Ansell Website takes action in response to an Infringement Notice, it will make a good faith attempt to contact the party that made such content available by means of the most recent email address, if any, provided by such party to The Irina Ansell Website. Please be advised that you may be held liable for damages based on certain material misrepresentations contained in an Infringement Notice. Thus, if you are not sure content located on or linked-to by the Service infringes your copyright, you should consider first contacting an attorney.
All Infringement Notices should include the following:
1. A signature, electronic or physical, of the copyright owner or a person authorized to act on their behalf;
2. An identification of the copyright claimed to have been infringed;
3. A description of the nature and location of the material that you claim to infringe your copyright, in sufficient detail to permit The Irina Ansell Website to find and positively identify that material;
4. Your name, address, telephone number and email address; and
5. A statement by you: (i) that you believe in good faith that the use of the material that you claim to infringe your copyright is not authorized by law, or by the copyright owner or such owner’s agent; and, (ii) under penalty of perjury, that all of the information contained in your Infringement Notice is accurate, and that you are either the copyright owner or a person authorized to act on their behalf.
Infringement Notices should be sent to DMCA@IRINAANSELL.COM with the subject line “DMCA Notice – [INSERT YOUR NAME OR YOUR COMPANY’S NAME]”.
The Irina Ansell Website will respond to all such notices, including as required or appropriate by removing the offending material or disabling all links to the offending material.
19. DISCLAIMERS; LIMITATION OF LIABILITY
(a) NO WARRANTIES.
THE IRINA ANSELL WEBSITE, ON BEHALF OF ITSELF, IRINA ANSELL, AND ITS LICENSORS AND SUPPLIERS, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NO ENCUMBRANCE, OR TITLE, IN ADDITION TO ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEITHER IRINA ANSELL NOR THE IRINA ANSELL PARTIES NOR THEIR LICENSORS OR SUPPLIERS WARRANTS THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THE IRINA ANSELL WEBSITE DISCLAIMS ALL IMPLIED LIABILITY FOR DAMAGES ARISING OUT OF THE FURNISHING OF THE SERVICE PURSUANT TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, TORTIOUS CONDUCT, ERRORS, OR OTHER DEFECTS, REPRESENTATIONS, OR ARISING OUT OF THE FAILURE TO THE FURNISH THE SERVICE, WHETHER CAUSED BY ACTS OF COMMISSION OR OMISSION, OR ANY OTHER DAMAGE OCCURRING. NEITHER IRINA ANSELL NOR THE IRINA ANSELL PARTIES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR LOST REVENUES), WHETHER CAUSED BY THE ACTS OR OMISSIONS OF IRINA ANSELL, THE IRINA ANSELL PARTIES OR THEIR AGENTS OR REPRESENTATIVES, OR USERS OF THE IRINA ANSELL WEBSITE.
(b) YOUR RESPONSIBILITY FOR LOSS OR DAMAGE; BACKUP OF DATA
YOU AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. YOU WILL NOT HOLD IRINA ANSELL OR HER LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO AND/OR USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE SERVICE MAY CONTAIN BUGS, ERRORS, PROBLEMS, OR OTHER LIMITATIONS.
IMPORTANTLY, YOU HEREBY ACKNOWLEDGE THAT A CATASTROPHIC DISK FAILURE OR OTHER EVENT COULD RESULT IN THE LOSS OF ALL OF THE DATA RELATED TO YOUR ACCOUNT. YOU AGREE AND UNDERSTAND THAT IT IS YOUR RESPONSIBILITY TO BACKUP YOUR DATA TO YOUR PERSONAL COMPUTER OR EXTERNAL STORAGE DEVICE AND TO ENSURE SUCH BACKUPS ARE SECURE.
(c) LIMITATION OF LIABILITY
IN NO EVENT SHALL IRINA ANSELL OR HER LICENSORS OR SUPPLIERS BE LIABLE TO YOU FOR ANY CLAIMS ARISING FROM YOUR USE WITH THE SERVICE, INCLUDING WITHOUT LIMITATION FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO THE IRINA ANSELL WEBSITE OR ITS LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE IRINA ANSELL WEBSITE AND YOU. THE SERVICE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN ANY OTHER AGREEMENT BETWEEN YOU AND IRINA ANSELL AND THE IRINA ANSELL PARTIES OR BETWEEN YOU AND ANY OF IRINA ANSELL’S LICENSORS AND SUPPLIERS. IRINA ANSELL’S LICENSORS AND SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS, AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SERVICE OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
20. YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant that Your use of the Service will be in accordance with this Agreement and any other The Irina Ansell Website policies, and with any applicable laws or regulations.
21. INDEMNITY BY YOU
Without limiting any indemnification provision of this Agreement, You (the “Indemnitor”) agree to defend, indemnify and hold harmless The Irina Ansell Website and the The Irina Ansell Parties (collectively, the “Indemnitees”) from and against any and all claims, actions, demands, causes of action, and other proceedings (individually, “Claim,” and collectively, “Claims”), including but not limited to legal costs and fees, and providing sole and exclusive control of the defense of any action to The Irina Ansell Website, including the choice of legal counsel and all related settlement negotiations, arising out of or relating to: (i) the relationship between You and The Irina Ansell Website, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; (ii) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (iii) Your access to or use of the Service; (iv) Your provision to The Irina Ansell Website or any of the Indemnitees of information or other data; or (v) Your violation or alleged violation of any foreign or domestic, international, federal, state, or local law or regulation; or (vi) Your violation or alleged violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights.
The Indemnitees each have the individual right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify, or hold harmless any, each, and/or all Indemnitees. You may not settle any Claim without the prior written consent of the concerned Indemnified Parties.
22. GOVERNING LAW; JURISDICTION AND VENUE
(a) 1-Year Limitations Period
ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THE SERVICE, OR THIS AGREEMENT MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN ABOVE.
(b) Binding Arbitration
If You and The Irina Ansell Website cannot resolve a Claim through negotiations, either party may elect to have the Claim finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other(s). YOU HEREBY ACKNOWLEDGE THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT WITH A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), as modified by this Agreement, available at the AAA website www.adr.org or by calling the AAA at 1-800-778-7879. Except as otherwise provided for herein, The Irina Ansell Website will pay the AAA filing, administration, and arbitrator fees. If, however, the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedures 11(b)), then the payment of all such fees will be governed by the AAA Rules. In that case, You hereby agree to reimburse The Irina Ansell Website for all payments disbursed that are your obligation to reimbursed under the AAA Rules. If you are unable to pay the arbitration fee, The Irina Ansell Website will pay it directly upon receiving a written request and a sworn statement that you are unable to pay. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to resolve, except that issues relating to the enforceability of the arbitration provision for a Court of Competent Jurisdiction to resolve. The arbitration may be conducted in person, through document submission, through telephone, or online. The arbitrator will issue a decision in writing, but need only provide a statement of reasons if requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. The Irina Ansell Website may litigate to compel arbitration in court, to stay proceedings pending arbitration, or to modify, confirm, vacate, or enter judgment on the award entered by the arbitrator.
(c) Restrictions Against Joinder of Claims
You and The Irina Ansell Website agree that any arbitration shall be limited to each Claim individually. YOU AND IRINA ANSELL HEREBY AGREE THAT EACH MAY ONLY BRING CLAIMS AGAINST THE OTHER IN YOUR OR IRINA ANSELL’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. In the event that this specific provision is found to be unenforceable in a Court of Competent Jurisdiction, the Claim will still be finally and exclusively resolved by binding arbitration upon the election of either party, and any election to arbitrate by one party shall be final and binding on the other(s). In addition: (1) no arbitration shall be joined with any other arbitration, and (2) there is no right for any Claim to be arbitrated on a class-action basis or to employ class action procedures, and (3) there is no right of authority for any dispute to be brought in a purported representative capacity on behalf either of the general public or any other individuals.
(d) Remedies in Aid of Arbitration; Equitable Relief
This agreement to arbitrate will not preclude You or The Irina Ansell Website from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a Court of Competent Jurisdiction. Furthermore, this agreement to arbitrate will not preclude You or The Irina Ansell Website from applying to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. As used herein, “Court of Competent Jurisdiction” means any federal or state court: (1) that has jurisdiction over the subject matter; and (2) that is located in the State of Nevada.
(e) Laws of the State of Nevada
This Agreement, including without limitation this Agreement’s interpretation, shall be treated as though this Agreement were executed and performed in the State of Nevada and shall be governed by and construed in accordance with the laws of the State of Nevada without regard to its conflict of law principles. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party. THE PROPER VENUE FOR ANY JUDICIAL ACTION ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT WILL BE THE STATE AND FEDERAL COURTS LOCATED IN OR NEAREST TO CLARK COUNTY, NEVADA. THE PARTIES HEREBY STIPULATE TO, AND AGREE TO WAIVE ANY OBJECTION TO, THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS, AND FURTHER EXPRESSLY SUBMIT TO EXTRATERRITORIAL SERVICE OF PROCESS.
(a) BY THE IRINA ANSELL WEBSITE
WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, THE IRINA ANSELL WEBSITE RESERVES THE RIGHT TO, IN THE WEBSITE’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY USE OF THE SERVICE TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR ANY BREACH OR SUSPECTED BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION.
(b) AUTOMATIC TERMINATION UPON BREACH BY YOU
This Agreement shall automatically terminate in the event that You breach any of this Agreement’s representations, warranties, or covenants. Such termination shall be automatic, and shall not require any action by The Irina Ansell Website.
(c) BY YOU
You may terminate this Agreement and Your rights hereunder at any time, for any or no reason at all, by providing to The Irina Ansell Website notice of Your intention to do so, in the manner required by this Agreement.
(d) EFFECT OF TERMINATION
Any termination of this Agreement automatically terminates all rights and licenses granted to You under this Agreement, including all rights to use the Service. Upon termination, The Irina Ansell Website may, but has no obligation to, in The Irina Ansell Website’s sole discretion, rescind any services and/or delete from The Irina Ansell Website’s systems all Your Personal Information and any other files or information that You made available to The Irina Ansell Website or that otherwise relate to Your use of the Service. Upon termination, You shall cease any use of the Service. Subsequent to termination, The Irina Ansell Website reserves the right to exercise whatever means it deems necessary to prevent Your unauthorized use of the Service, including without limitation technological barriers such as IP blocking and direct contact with Your Internet Service Provider.
(e) LEGAL ACTION
If The Irina Ansell Website, in The Irina Ansell Website’s discretion, takes legal action against You in connection with any actual or suspected breach of this Agreement, The Irina Ansell Website will be entitled to recover from You as part of such legal action, and You agree to pay, The Irina Ansell Website’s reasonable costs and attorneys’ fees incurred as a result of such legal action. The Irina Ansell Parties will have no legal obligation or other liability to You or to any third party arising out of or relating to any termination of this Agreement.
Upon termination, all rights and obligations created by this Agreement will terminate, except that Sections 1, 2, 3, 4-9, and 11-26 will survive any termination of this Agreement.
All notices required or permitted to be given under this Agreement must be in writing. The Irina Ansell Website shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to The Irina Ansell Website. You agree that any notice received from The Irina Ansell Website electronically satisfies any legal requirement that such notice be in writing. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH THE IRINA ANSELL WEBSITE IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY THE IRINA ANSELL WEBSITE OF AN EMAIL TO THAT ADDRESS. You shall give any notice to The Irina Ansell Website by means of electronic message by accessing and submitting the message through the following webpage: http://www.irinaansell.com/contact-2/.
25. PARTIAL INVALIDITY
Should any part of this Agreement be declared invalid, void, or unenforceable by a Court of Competent Jurisdiction, such decision shall not affect the validity of any remaining portion hereof, which shall remain in full force and effect, and the parties hereby acknowledge and agree that they would have executed the remaining portion hereof without including the part so declared by a Court of Competent Jurisdiction, to be invalid, void, or unenforceable.
This Agreement constitutes the entire agreement between The Irina Ansell Website and You concerning Your use of the Service. This Agreement may only be modified by a written amendment signed by an authorized executive of The Irina Ansell Website or by the unilateral amendment of this Agreement by The Irina Ansell Website and by the posting by The Irina Ansell Website of such amended version. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and all of Your rights and obligations hereunder will not be assignable or transferable by You without the prior written consent of The Irina Ansell Website. This Agreement will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns. You and The Irina Ansell Website are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Except for the Irina Ansell Parties and the Indemnified Parties as and to the extent set forth in Sections 7, 9, 11, 13, 17, 18, 19, and 23(e), and in this paragraph, and The Irina Ansell Website’s licensors and suppliers as to the extent expressly stated in this Agreement, there are no third-party beneficiaries to this Agreement. You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third-party rights by You would cause irreparable injury to The Irina Ansell Website and The Irina Ansell Website’s licensors and suppliers, and would therefore entitle The Irina Ansell Website or The Irina Ansell Website’s licensors or suppliers, as the case may be, to injunctive relief. The headings in this Agreement are for the purpose of convenience only and shall not limit, enlarge, or affect any of the covenants, terms, conditions or provisions of this Agreement.