Terms and Conditions
Effective Date: October 1, 2020
Please read these terms and conditions of use before using this site.
BY ACCESSING OR USING ANY PART OF THE SITE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE SO BOUND, DO NOT ACCESS OR USE THE SITE. PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER.
Use of the Website
By using the Site, you represent to Transparent.ly that 1) you are authorized to enter into this Agreement and you are at least the age of majority in your state or province of residence; (2) you will not use the Site for any purpose or in any manner that violates any law or regulation or that infringes the rights of or any third party; (3) any information or data provided to Transparent.ly by you will not violate any law or regulation or infringe the rights of Transparent.ly or any third party; (4) all information that you provide to us in connection with the Site (e.g., name, e-mail address, and other information) is true and accurate; and (5) you are authorized and able to fulfill and perform the obligations and meet the conditions of a user as specified herein. This Agreement provides to you a personal, revocable, limited, non-exclusive, royalty-free, non-sublicensable, non-transferable license to use the Site conditioned on your continued compliance with the Terms of this Agreement. You may print and download materials and information from the Site solely for your personal use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information. Notwithstanding the foregoing, you may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use the Website in any manner not expressly permitted herein. Specifically, and by way of illustration and not limitation, you may not (a) separate and use any graphics, photographs, or other audio, visual, or video elements from the accompanying text or material without the prior express written permission of Transparent.ly and/or its licensor(s); (b) use any "deep link," "page scrape," "robot," "spider," or other device, program, script, algorithm, or methodology to access, acquire, copy, or monitor any portion of the Site or in any way reproduce or circumvent the navigational structure of the Site to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Site; (c) probe, scan, or test the vulnerability of the Site or any network connected to the Site; (d) use any device, software, or routine to interfere with the proper working of the Site or any transaction conducted on the Site; (e) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to Transparent.ly on or through the Site; (f) use the Site to harvest or collect e-mail addresses or other contact information; or (g) use the Site in a manner that could damage, disparage, or otherwise negatively impact Transparent.ly. The licenses granted by Transparent.ly terminate if you do not comply with these Terms.
The material, images, and text on the Site ("Content") is protected by copyright under both United States and foreign laws. Title to the Content remains with Transparent.ly or its licensors. Any use of the Content not expressly permitted by these Terms and Conditions is a breach of this Agreement and may violate copyright, trademark, and other laws. Content and features are subject to change or termination without notice in the editorial discretion of Transparent.ly. All rights not expressly granted herein are reserved to Transparent.ly and its licensors. If you violate any of these Terms, your permission to use the Content automatically terminates and you must immediately destroy any copies you have made of any portion of the Content.
Limitation of Liability and Disclaimer of Warranties
The use of the Site and the Content is at your own risk. When using the Site, information will be transmitted over a medium that may be beyond the control and jurisdiction of Transparent.ly and its suppliers. Accordingly, Transparent.ly assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Site. The Site and the content are provided on an "as is" and "as available" basis and may include errors, omissions, or other inaccuracies. MOREOVER, TRANSPARENT.LY MAY MAKE MODIFICATIONS ANY/OR CHANGES ON THIS SITE OR IN THE MATERIALS AND INFORMATION AVAILABLE ON THIS SITE AT ANY TIME AND FOR ANY REASON. TRANSPARENT.LY MAKES NO REPRESENTATIONS, GUARANTEES, OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE TRANSPARENT.LY SERVICES OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS, OR OTHER SERVICES, OR INCLUDED ON OR OTHERWISE MADE AVAILABLE ON THE SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, TRANSPARENT.LY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. TRANSPARENT.LY DOES NOT WARRANT THAT THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, TRANSPARENT.LY ’S SERVERS, OR ELECTRONIC COMMUNICATIONS SENT FROM TRANSPARENT.LY ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TRANSPARENT.LY ALSO MAKES NO REPRESENTATION, GUARANTEE, OR WARRANTY THAT THIS WEBSITE WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION.
To the maximum extent permitted by law, in no event shall Transparent.ly, its licensors, its suppliers, or any third parties mentioned on the Site be liable for any damages (including, without limitation, indirect, punitive, special, incidental, or consequential damages, personal injury/wrongful death, lost profits, or damages resulting from lost data or business interruption) resulting from the use of or inability to use the Site or the Content, the delay or inability to use the Site, or from any information, Content, materials, or Transparent.ly’s services included on or otherwise made available to you through the Site, whether based in contract, tort, strict liability, or otherwise, and whether or not Transparent.ly, its licensors, its suppliers, or any third parties mentioned on the Site have been advised of the possibility of such damages. Transparent.ly, its licensors, its suppliers, or any third parties mentioned on the Site shall be liable only to the extent of actual damages incurred by you, not to exceed U.S. $100. Any claims arising in connection with your use of the Site or any Content must be brought within one (1) year of the date of the event giving rise to such action occurred. NOTWITHSTANDING ANYTHING IN THESE TERMS TO THE CONTRARY, THIS DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY DO NOT APPLY IN NEW JERSEY.
You agree that you will not upload or transmit any communications or content of any type to the Site that infringe or violate any rights of any party. By submitting communications or content to the Site, you agree that such submission is non-confidential for all purposes. If you make any submission to the Site or if you submit any business information, idea, concept or invention to Transparent.ly by email, you automatically grant-or warrant that the owner of such content or intellectual property has expressly granted Transparent.ly a royalty-free, perpetual, irrevocable, sublicensable world-wide nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display the communication or content in any media or medium, or any form, format, or forum now known or hereafter developed. If you wish to keep any business information, ideas, concepts or inventions private or proprietary, do not submit them to the Site or to Transparent.ly by email.
Advertisements, Searches, and Links to Other Sites
Transparent.ly may provide links to third-party websites. Transparent.ly also may select certain websites as priority responses to search terms you enter and Transparent.ly may agree to allow advertisers to respond to certain search terms with advertisements or sponsored content. Transparent.ly does not endorse the content on any third-party websites. Transparent.ly is not responsible for the content of linked third-party sites, sites framed within the Site, third-party websites provided as search results, or third-party advertisements, and does not make any representations regarding their content or accuracy. Your use of third-party websites is at your own risk and subject to the terms and conditions of use and privacy policies for such websites.
When you use the Site, or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on or through the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
All disputes, claims, or controversies arising out of or relating to your use of this Site, any purchase you make via this Site, any information you provide via the Site, these Terms (including the formation, performance, alleged breach, interpretation or validity thereof, including the determination and the scope or applicability of this agreement to arbitrate), will be exclusively resolved under confidential binding arbitration. The arbitration shall be administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures then in effect at the time of the dispute. The JAMS Rules are available at www.jamsadr.com. If you initiate arbitration, Transparent.ly will promptly reimburse you for any standard filing fee which may have been required under JAMS Rules once you have notified Transparent.ly in writing and provided a copy of the arbitration proceedings. However, if Transparent.ly is the prevailing party in the arbitration, applicable law may allow the arbitrator to award attorneys’ fees and costs to Transparent.ly. If for any reason the JAMS is unavailable, the parties shall mutually select another arbitration forum. The arbitration will be conducted in the city of Transparent.ly’s choosing but may proceed telephonically if the claimant so chooses.
The arbitrator's award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms may be joined to an arbitration involving any other party subject to these Terms, whether through class arbitration proceedings or otherwise. Notwithstanding the foregoing, we will have the right to seek injunctive or other equitable relief in state or federal court located to enforce these Terms or prevent an infringement of a third party's rights. In the event equitable relief is sought, each party hereby irrevocably submits to the personal jurisdiction of such court.
Waiver of Class Action Rights
ANY DISPUTES ARISING OUT OF OR RELATING TO YOUR USE OF THIS SITE, ANY INFORMATION YOU PROVIDE VIA THE SITE, THESE TERMS (INCLUDING THEIR FORMATION, PERFORMANCE OR ALLEGED BREACH), AND YOUR USE OF THE SITE SHALL BE SUBMITTED INDIVIDUALLY BY YOU, AND SHALL NOT BE SUBJECT TO ANY CLASS ACTION OR REPRESENTATIVE STATUS. BY ENTERING INTO THIS AGREEMENT, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS or participate as a member of a class of claimants with respect to any claim submitted to arbitration. The parties to this arbitration agreement acknowledge that this class action waiver is material and essential to the arbitration of any disputes between the parties and is non-severable from the agreement to arbitrate claims. If any portion of this class action waiver is limited, voided, or cannot be enforced, then the parties' agreement to arbitrate shall be null and void. YOU UNDERSTAND THAT BY AGREEING TO THIS CLASS ACTION WAIVER, YOU MAY ONLY BRING CLAIMS AGAINST TRANSPARENT.LY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
YOU UNDERSTAND THAT YOU WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH ARBITRATION.
You shall have thirty (30) days from the date that you submit your personally identifiable information to opt-out of this arbitration agreement. To opt out of arbitration you must email us at contactus@Transparent.ly. If more than thirty (30) days have passed, you are not eligible to opt out of arbitration.
Notice and Take Down Procedures; Copyright Agent
If you believe any materials accessible on or from the Site infringe your copyright, you may request removal of those materials (or access thereto) from this web site by contacting Transparent.ly's copyright agent (identified below) and providing the following information:
- Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
- A description, in reasonable detail (including the applicable URL) of the material that you believe to be infringing and its location. Please provide us with enough information that will allow us to locate the material.
- Your name, address, telephone number and (if available) e-mail address.
- A statement that you have a good faith belief that the complained-of use of the materials is not authorized by the copyright owner, its agent, or the law.
- A statement by you, made under the penalty of perjury, that the information that you have supplied is accurate, and indicating that you are the copyright owner or are authorized to act on the copyright owner's behalf.
- A signature or the electronic equivalent from the copyright holder or authorized representative.
Please send this notice to:
Mail: Renuant d/b/a Transparent.ly, 222 West Merchandise Mart Plaza Suite 875, Chicago, IL 60654
If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition.
Thank you for your cooperation. We hope you find the Site helpful and convenient to use! Questions or comments regarding this website, including any reports of non-functioning links, should be submitted through our Contact Us page.
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