Terms of service

These Terms of Use ("Terms of Use") apply to the web sites, mobile apps, applications and other interactive features or services that post a link to these Terms of Use, including without limitation InsideTrack (each, a "Service" and collectively, the "Services" or "InsideTrack Websites"). InsideTrack, Inc. and our subsidiaries are referred to collectively in these Terms of Use as "InsideTrack,"InsideTrack Websites," "we" or "our." "You," "your" and "user" refer to any person or entity using the Services.

These Terms of Use govern your use of the Services, regardless of how you access them, whether by computer, mobile device, or otherwise; and whether directly through our Services, or through any third-party website that links to them ("Linked Services"), and regardless of whether you are a registered user or a guest. By using the Services, you agree to the Terms of Use. If you do not agree to the Terms of Use, you are not authorized to use the Services and you must cease all such use immediately.

ARBITRATION NOTICE: Except for certain types of disputes described in the ARBITRATION section below, you agree that disputes between you and INSIDETRACK will be resolved by binding, individual ARBITRATION and you waive your right to participate in a class action lawsuit or class-wide arbitration.

In some instances, both these Terms of Use and a separate document that provides additional conditions may apply to a service or product offered via the Services ("Additional Terms"). To the extent there is a conflict between these Terms of Use and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.

Account Registration & Termination

InsideTrack provides a variety of services, both online and offline. You may only have one InsideTrack account for use of the Services. You may not create or use more than one account, and you may not share your account or any of the Services with others. All information you provide to create an account must be accurate and complete. You may not impersonate any other person or use a name that is not your own. It is your responsibility to update your account information to keep it current and accurate. When you set up an account, you must also choose a password. You are solely responsible for maintaining the confidentiality of your password, and for any and all use of your account. You agree not to use the account, username, or password of another user at any time, nor to disclose your password to any third party. You agree you will not sell or share or otherwise transfer your membership or any membership rights. You agree to notify InsideTrack immediately if you suspect any unauthorized use of your account or access to your password. InsideTrack has the right to terminate your account for any reason at our sole discretion without notice and without liability.

Age and Residence Requirements; U.S. Jurisdiction

The Services are available to individuals age 18 and over. All financial transactions will be processed in U.S. dollars. The Services are not intended for distribution or use in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject InsideTrack to any registration requirement within such jurisdiction or country. By registering, you certify that you are not on any list of restricted persons with whom it is unlawful for a U.S. company to do business. InsideTrack operates the Services in the United States. InsideTrack makes no representations or warranties that the Services are appropriate for use or access in other locations. Anyone using or accessing the Services from other locations does so on their own initiative and is responsible for compliance with United States' and local laws regarding online conduct and acceptable content, if and to the extent such laws are applicable. We reserve the right to limit the availability of the Services and/or the provision of any content, program, product, service or other feature to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such content, program, product, service or other feature that we provide.

Proprietary Rights

The Services are owned and operated by InsideTrack. Unless otherwise explicitly specified by InsideTrack, all materials that are included in or otherwise a part of the Services, including past, present, and future versions, domain names, source and object code, the text, site design, logos, graphics, bibliographic information, icons, and book cover images, as well as the selection, assembly and arrangement thereof and the "look and feel" of the Services (collectively, "InsideTrack Content"), are owned, controlled, or licensed by InsideTrack or InsideTrack's third party partners. InsideTrack Content is protected from unauthorized use, copying and dissemination by copyright, trademark, patent, and other laws, rules, regulations and treaties. All rights in images of books or other publications included in the Services are reserved by the copyright owners of such materials. Portions of the bibliographic content included in the Services are supplied by third parties. Any unauthorized use of InsideTrack Content is prohibited. Any unauthorized use of the materials appearing on the Services may violate copyright, trademark, patent, and other applicable laws, rules, regulations, and treaties, and could result in criminal or civil penalties.

Your License to Use Site Content

Subject to your compliance with these Terms of Use, InsideTrack grants you a limited, personal, non-exclusive, non-commercial, revocable and non-transferable license to view the InsideTrack Content. You may use the Services only for your own personal use. You agree not to view, copy, or procure content or information from the Services by automated means (such as scripts, bots, spiders, crawlers, or scrapers), or to use other data mining technology or processes to frame, mask, extract data or other materials from the InsideTrack Content (except as may be a result of standard search engine or Internet browser usage), unless formally authorized by InsideTrack under separate written agreement. No materials from the Services may be copied, reproduced, modified, republished, downloaded, uploaded, posted, transmitted, or distributed in any form or by any means without InsideTrack's prior written permission or as expressly provided in these Terms of Use. When you download or use the InsideTrack Content as authorized by these Terms of Use, you must: (a) keep intact all copyright and other proprietary notices; (b) make no modifications to the InsideTrack Content; and (c) not copy or adapt any object code associated with the Services or reverse engineer, modify or attempt to discover any source code associated with the Services, nor allow or assist any third party (whether or not for your benefit) to do so. All rights not expressly granted herein are reserved. Where you purchase a subscription or a license to access any InsideTrack Content, you may not share that subscription or license with others. InsideTrack may impose reasonable limits on your scope of access to InsideTrack Content, including limits on time or number of materials accessed or machines used to access such Content, to prevent unauthorized third party access to or use of that Content.

User Content and Activities

When you submit, post, upload, embed, display, communicate, link to, email or otherwise distribute or publish any review, problem, suggestion, idea, solution, question, answer, comment, testimonial, feedback, message, image, video, text, profile data or other material ("User Content") to InsideTrack, any InsideTrack employee or contractor, or a InsideTrack web site, you grant InsideTrack and our affiliates, licensees, distributors, agents, representatives and other entities or individuals authorized by InsideTrack, a non-exclusive, worldwide, perpetual, unlimited, irrevocable, royalty-free, fully sublicensable (through multiple tiers) and fully transferable right to exercise any and all copyright, trademark, publicity, and database rights you have in the content, in any media known now or in the future, and to make, use, reproduce, copy, display, publish, exhibit, distribute, modify, sell, offer for sale, create derivative works based upon and otherwise use the User Content.

You further agree that InsideTrack is free to use any ideas or concepts contained in any User Content for any purposes whatsoever, including, without limitation, developing, manufacturing and marketing products and services; and creating informational articles, without any payment of any kind to you. Except as prohibited by law, you waive any moral rights you may have in any User Content you submit, even if such User Content is altered or changed in a manner not agreeable to you. InsideTrack is not required to host, display, or distribute, and may remove at any time, any User Content.

You represent and warrant that (i) you own the User Content submitted by you on, through or in connection with the Services, or otherwise have the right to grant the licenses set forth in this section, and (ii) the posting of your User Content on, through or in connection with the Services and/or Linked Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. Upon InsideTrack's request, you will furnish InsideTrack any documentation, substantiation or releases necessary to verify your compliance with these Terms of Use.

Except as otherwise described in the posted privacy policy or other agreement on the Services presented at the time you provide your User Content, you agree that your User Content will be treated as non-confidential and non-proprietary and will not be returned. You acknowledge and agree that your relationship with InsideTrack is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any User Content does not place InsideTrack in a position that is any different from the position held by members of the general public, including with regard to your User Content. None of your User Content will be subject to any obligation of confidence on the part of InsideTrack, and InsideTrack will not be liable for any use or disclosure of any User Content that you provide.

You agree that InsideTrack has no obligation to monitor or enforce your intellectual property rights to your User Content but has the right to protect and enforce its and its licensees' rights to your User Content. You further acknowledge and agree that InsideTrack will not have any obligation to you with regard to User Content and that InsideTrack may or may not monitor, display or accept your User Content and may delete it at any time. We may, but are not obligated to, review User Content prior to posting it on or distributing it through the Services, or allowing them to be distributed through the Services. This includes private messages exchanged by you and other users through the Services. This "User Content and Activities" section shall survive any expiration or termination of your relationship with InsideTrack.

Service Modifications

InsideTrack reserves the right, in our sole discretion, to make changes to or discontinue any of the Services at any time. Any description of the Services provided by InsideTrack is not a representation that the Services are working or will always work in that manner, as InsideTrack is continuously updating the Services, and these updates may not always be reflected in the Terms of Use.

Mobile Use

The Services may offer features and services that are available to you via your mobile device. These features and services may include, without limitation, the ability to upload content to the Services, receive messages from the Services, download applications to your mobile phone or access features from the Services (collectively, the "Mobile Features"). We may charge for Mobile Features and these charges will be disclosed prior to completion of registration for the Mobile Feature. Also, standard messaging, data and other fees may be charged by your carrier. Carrier fees and charges will appear on your mobile bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your carrier or mobile device. Contact your carrier with questions regarding these issues.

If you change or terminate your mobile account, you are responsible for promptly updating your InsideTrack account information so that any messages or notices from InsideTrack regarding the Services are sent to you and not to the person who is assigned your old number. For any of our mobile apps, you agree that the third party store or platform through which our apps are available (including, without limitation, the Apple App Store) is not liable to you in connection with our apps. If you use any ISBN scan feature of the Services, you are responsible for verifying the accuracy of the scanned code before relying on it.

Email and Text Message Notifications

Notifications or receipts from InsideTrack will be delivered to you by email at the address you provided to InsideTrack when you created your account or as later updated. You may also opt to receive text message reminders from InsideTrack, as a courtesy to you. InsideTrack will not ask you for your personal information, account username, and password, or any of your credit or debit card information via email or text message. InsideTrack will have no responsibility for any misuse of such information if you provide such information via email or text message.

Account Cancellation

You may cancel your account at any time throughout our Services, provided that no refunds will be provided for services previously purchased. InsideTrack may cancel your account in its sole discretion any reason, including but not limited to inactivity or misuse. Even if your account in cancelled, any data you have shared via the Services may persist within the Service after cancellation of your account.

Credit/Debit Card Processing & Payments

InsideTrack may require users of the Services to provide a valid credit or debit card tied to an account at a financial institution when they register for an account (to ensure users are able to make applicable payments to InsideTrack) or upon ordering products or services. If a payment card is required, you are responsible for ensuring that a valid credit or debit card is associated with your InsideTrack account at all times (either the original card or a replacement). Where your billing address is requested, you must provide the address and phone number your financial institution has on record, as well as the card's security code (e.g., CVC, CVV, CID). InsideTrack will make reasonable efforts to process your transactions in a timely manner, but we make no guarantees regarding the processing time for charges. InsideTrack will store your credit or debit card information and you hereby acknowledge and agree that InsideTrack may charge you for, and you will pay for, any charges specified on the Services. InsideTrack uses the services of a third party vendor for purposes of processing credit or debit card information and payments.

Third Party Links, Content and Applications

There may be links from the Services, or from communications you receive from the Services, to third party web sites or online features. The Services also may include third party content that we do not control, maintain or endorse. We do not control any of these third party sites or any of their content. Accordingly, you expressly acknowledge and agree that we are in no way responsible or liable for any of those third party sites or online features. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH THIRD PARTIES FOUND THROUGH THE SERVICES INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY.

Coaching Services

InsideTrack makes access to coaching services available through the Services. ALTHOUGH COACHES ARE VETTED AND TRAINED BY INSIDETRACK, INSIDETRACK CANNOT AND DOES NOT GUARANTEE ANY OUTCOMES OR RESULTS AS A RESULT OF A USER’S ACCESS TO COACHING SERVICES.

Disclaimer of Warranties

THE INSIDETRACK WEBSITES AND SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INSIDETRACK AND ITS SUBSIDIARIES, DIRECTORS, EMPLOYEES, MANAGERS, OFFICERS, AGENTS, REPRESENTATIVES OR VENDORS (COLLECTIVELY THE "INSIDETRACK PARTIES") SPECIFICALLY MAKE NO REPRESENTATIONS, WARRANTIES, OR ENRORSEMENTS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO (A) THE SERVICES; (B) THE INSIDETRACK CONTENT; (C) USER CONTENT; AND/OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO INSIDETRACK OR VIA THE SERVICES. IN ADDITION, THE INSIDETRACK PARTIES DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORIALLY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OF MERCHANTABILITY,NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.

WITHOUT LIMITING THE FOREGOING, THE INSIDETRACK PARTIES SPECIFICALLY DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES OR THE SERVER, NETWORK OR OTHER SOFTWARE AND EQUIPMENT THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. INSIDETRACK DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE CONTENT OF ITS PRODUCTS, WEBSITES OR SERVICES, OR REGARDING THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF THEIR COMPLETENESS, CORRECTNESS, ACCURACY, RELIABILITY, USEFULLNESS OR OTHERWISE, UNLESS SPECIFICALLY SET OUT ON THE SERVICES. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK. THE INSIDETRACK PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICES ARE LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE INSIDETRACK PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO THESE TERMS. BY ACCESSING OR USING THE SERVICES YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICES.

THE INSIDETRACK PARTIES ARE NOT RESPONSIBLE FOR THE USER CONTENT, ACCURACY OR OPINIONS EXPRESSED IN USER CONTENT POSTED OR PROVIDED BY THIRD PARTIES ON THE SERVICES OR LINKED SERVICES, AND SUCH SERVICES ARE NOT NECESSARILY INVESTIGATED, MONITORED OR CHECKED FOR ACCURACY OR COMPLETENESS BY INSIDETRACK. INCLUSION OF ANY LINKED WEBSITE OR FEATURE ON THE SERVICES DOES NOT IMPLY APPROVAL OR ENDORSEMENT OF THE LINKED WEBSITE OR FEATURE BY INSIDETRACK. IN ADDITION, THE INSIDETRACK PARTIES ARE NOT RESPONSIBLE FOR, AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ANY ENTITY FOR ANY DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, LOSS, CLAIM, OR LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY USER CONTENT OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN THE SERVICES OR LINKED SERVICES. POSTS AND LINKED SERVICES CREATED AND POSTED BY USERS ON, THOUGH OR IN CONNECTION WITH THE SERVICES MAY CONTAIN LINKS TO OTHER WEBSITES OR SERVICES. INSIDETRACK TAKES NO RESPONSIBILITY FOR THIRD PARTY ADVERTISEMENTS OR LINKED SERVICES THAT ARE POSTED ON, THROUGH OR IN CONNECTION WITH THE SERVICES OR LINKED SERVICES, NOR DOES IT TAKE ANY RESPONSIBILITY FOR THE GOODS OR SERVICES PROVIDED BY THESE THIRD PARTIES.

UNDER NO CIRCUMSTANCES WILL INSIDETRACK BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE SERVICES OR LINKED SERVICES, ATTENDANCE AT A INSIDETRACK EVENT OR FROM THE CONDUCT OF ANY USERS OF THE SERVICES, WHETHER ONLINE OR OFFLINE. THIS "DISCLAIMERS" SECTION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF YOUR RELATIONSHIP WITH INSIDETRACK.

Limitations of Liability; Waiver

IN NO EVENT SHALL THE INSIDETRACK PARTIES BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICES; (B) THE INSIDETRACK CONTENT; (C) USER CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SITE; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE INSIDETRACK PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SITE; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SERVICES'S TECHNICAL OPERATION; OR (H) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE INSIDETRACK PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SITE). IN NO EVENT WILL THE INSIDETRACK PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE INSIDETRACK PARTIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED THE AMOUNTS PAID BY YOU TO INSIDETRACK IN THE PAST SIX MONTHS, OR $250, WHICHEVER IS GREATER. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN THESE TERMS OF USE WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS SECTION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF YOUR RELATIONSHIP WITH INSIDETRACK.

YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF THE INSIDETRACK PARTIES' ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER INSIDETRACK CONTENT OWNED OR CONTROLLED BY THE INSIDETRACK PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER INSIDETRACK CONTENT OWNED OR CONTROLLED BY THE INSIDETRACK PARTIES.

BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "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."

Indemnity

You agree to defend, indemnify and hold harmless the InsideTrack Parties from and against any and all loss, liability, damages, judgments, claims, demands, costs, investigations, settlements, and expenses (including, without limitation, reasonable attorneys' fees) arising out of or directly or indirectly relating to (a) your User Content; (b) your use of the Services or activities in connection with the Services; (c) your breach or anticipatory breach of these Terms of Use; (d) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (e) information or material transmitted through your computer, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or defames any person; (f) any misrepresentation made by you; or (g) the InsideTrack Parties' use of your information or User Content as permitted under these Terms of Use, the Privacy Policy, or any other written agreement between you and InsideTrack. You will cooperate as fully required by the InsideTrack Parties in the defense of any claim. The InsideTrack Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of the InsideTrack Parties. These indemnity obligations shall survive any expiration or termination of your relationship with InsideTrack.

Export

Software related to or made available by the Services may be subject to United States export controls. Thus, no software from the Services may be downloaded, exported or re-exported: (a) into (or to a national or resident of) Cuba, North Korea, Iran, Syria or any other country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any software related to this Site, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list. Further, by using any of the Services, you represent and warrant that you are not on any United States government list of restricted or prohibited persons with whom a United States company may do business.

Legal Disputes

If a dispute arises between you and InsideTrack, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you agree that we will resolve any claim or controversy at law or equity that relates to or arises out of the Terms of Use or the Services or your use of the Services (a "Claim") in accordance with the subsections below.

General. You and InsideTrack agree that any dispute, claim or controversy arising out of or relating to these Terms of Use or the breach, termination, enforcement, interpretation or validity thereof (collectively, "Disputes") will be settled by binding arbitration; except that either party retains the right to bring an individual action in small claims court. You acknowledge and agree that you and InsideTrack are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and InsideTrack otherwise agree, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Legal Disputes" section will be deemed void. This "Legal Disputes" section will survive any termination of these Terms of Use. Notwithstanding the foregoing, each party reserves the right to seek injunctive or other equitable relief in a court of competent jurisdiction with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of a party's intellectual property or proprietary rights or breach of the User Content and Activities provisions of this Agreement.

Arbitration Rules, Governing Law, Jurisdiction and Venue. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this Section of these Terms of Use. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section. These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action taken in a small claims court as contemplated by these terms will be the courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at www.adr.org/si.asp?id=3477 and a separate form for California residents at www.adr.org/si.asp?id=3485.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure. Unless you and InsideTrack otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and InsideTrack submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator's Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must be consistent with the terms of Limitation of Liability section of these Terms of Use as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys'' fees and expenses, to the extent provided under applicable law. InsideTrack will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys'' fees and expenses if it prevails in arbitration.

Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, InsideTrack will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes. If InsideTrack changes this Legal Disputes section, you may reject any such change by sending us written notice (including by email to legal) within 30 days of the date such change became effective, as indicated in the "Last Updated" date. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and InsideTrack in accordance with the provisions of this Section as of the date you first accepted the terms of these Terms of Use (or accepted any subsequent changes to these Terms of Use).

This "Legal Disputes" section shall survive any expiration or termination of your relationship with InsideTrack.

Certain Payments and Renewals

Payment for certain Services is due in advance of each applicable membership period (e.g., monthly or annually). MONTHLY AND ANNUAL MEMBERSHIPS MAY AUTOMATICALLY RENEW AND YOUR CREDIT CARD OR OTHER PAYMENT METHOD YOU PROVIDE WILL BE CHARGED ON THE FIRST DAY OF EACH RENEWAL PERIOD UNTIL YOUR MEMBERSHIP IS TERMINATED BY US OR CANCELLED BY YOU. Also, for some of our paid Services, you may elect to temporarily "suspend" your membership, for example, during school breaks or vacation, for up to a total of 90 days in any one membership year (i.e., during each 12-month period following the commencement of your membership), and the period of your membership will be extended by the total amount of such suspended period(s). You agree to pay all applicable fees for your memberships and use of our paid Services, plus any applicable taxes or other charges as may be required, when due and payable. All fees and charges are payable in advance and non-refundable, including after cancellation. If you wish to cancel your membership in a Service (if available), please visit the customer support web area on the Services. Cancellation of memberships (if available) will take effect as detailed in the cancellation information for the specific Service you want to cancel.

Free Trial Memberships

We may from time to time offer free trials for some of our Services. Such trials may require you to register with a valid credit card to commence. Users that sign up for a free trial membership at a particular level will be automatically renewed at the promoted membership rate for that level at the end of the trial period unless the user cancels the membership at least before the end of the trial, unless the terms of the offer explicitly state otherwise. You can cancel a free trial online on the Services or by contacting InsideTrack's customer support. After cancellation of a free trial, you can continue as a Free Member with reduced benefits or access. Only one free trial membership is allowed per person. Subsequent registrations do not qualify for free trials. Unless the terms of a promotion state otherwise, for promotions that include "free" periods with "paid" periods, paid periods will elapse first. We may introduce new or additional features, services or materials to the Services which may be a part of, or priced separately from, existing levels of membership at our sole discretion.

Changes

InsideTrack may modify the Terms of Use including the linked policies contained herein from time to time, without prior notice. By using our Services after we have updated the terms (or engaging in such other conduct as we may reasonably specify), you agree to be bound by the then-current version of the Terms of Use, including any changes we may have made since the last time you used our Services. It is therefore important that you review the Terms of Use regularly to ensure you are aware of any such changes. The updated Terms of Use will be effective as of the time of posting, or such later date as may be specified in the updated Terms of Use, and will apply to your use of the Services from that point forward.

Entire Agreement

The then-current InsideTrack Terms of Use, including (a) any related policies and terms referenced in the Terms of Use and (b) any Additional Terms, are the entire agreement between you and InsideTrack regarding the Services. The Terms of Use may not be modified without the consent of a duly authorized representative of InsideTrack, and will supersede and prevail over any terms or conditions you may include with any purchase order or other transaction document or communication with us, regardless of whether InsideTrack signs them or fails to object to them. This "Entire Agreement" section shall survive any expiration or termination of your relationship with InsideTrack.

Contacting InsideTrack

If you have any questions or concerns regarding the InsideTrack Websites or Services, please write to us at www.InsideTrack.com/contact/ or at our offices located at 1620 Montgomery Street, Suite 230, San Francisco, CA 94111. All notices, authorizations, and requests to InsideTrack shall be deemed given on receipt.

Other Terms

University of California, Los Angeles Terms