TERMS AND CONDITIONS GOVERNING USE OF THE AV-iQ® WEBSITE
Individuals and organizations who access the AV-iQ® website or web pages (this “Website”) primarily to receive product and service information are defined as Users; those who access the Website primarily to upload product and service information under separate agreement with Emerald X, LLC (d/b/a AV-iQ) (“AV-iQ”) are defined as Content Providers. Depending upon the purpose for accessing this Website, a Content Provider may be a User, and vice versa. This Agreement applies to Users and Content Providers. As used herein, “you” and “your” refer to you, as a User or Content Provider of the Website. “Content” means text, images, photos, audio, video, and all other forms of data or communication. “Your Content” means Content that you submit or transmit to, through, or in connection with the Website, such as product descriptions, directory listings, photos, videos, messages, and information that you contribute to your User or Content Provider profile.
In consideration of AV-iQ's development, arrangement, promotion and maintenance of this Website, you acknowledge and agree to the following terms and conditions:
1. Use Limitations. AV-iQ owns the copyrights to this Website and its contents. Without AV-iQ’s written permission, you will not download substantial portions of the content, nor will you download and post any of the content on other websites, blogs, and electronic bulletin boards or like, download and incorporate any of the content into advertising or other communication media or otherwise publicly display any of the downloaded content.
2. Links to other websites: As a benefit to Users, this Website may contain links and pointers to Internet sites maintained by others. AV-iQ is not responsible for the accuracy or completeness of the content on Internet sites maintained by others.
3. Neutrality. While AV-iQ may feature particular products or services on this Website, nothing on this Website constitutes a recommendation or endorsement of one Content Provider's products or services over those of another.
4. Absence of Warranty and Liability.
a. AV-iQ does not warrant the accuracy, completeness, or timeliness of the content of this Website, nor does it warrant that access to this Website will be uninterrupted, error free, virus free, or devoid of other harmful elements. The contents of this Website are provided on an 'AS IS' basis without any warranties, express or implied, including the warranties of merchantability and fitness for a particular purpose
b. AV-iQ will not be liable for any damages you may suffer in connection with use of this Website.
c. Your dealings with any Content Provider or other third party found on or otherwise related to this Website are solely between you and such third party. AV-iQ will not be responsible or liable for any loss, damage or other harm resulting from such dealings.
5. Website Security. You will not violate or attempt to violate the security of this Website, such as by accessing data not intended for your use; logging into a server or account you are not authorized to access; probing or testing the vulnerability of AV-iQ’s system or network; or breaching security or authentication measures without authorization. AV-iQ may notify and cooperate with law enforcement agencies in prosecuting those involved in such violations.
6. Noninterference. You will not interfere or attempt to interfere with the Website or service to any other User or Content Provider, such as by submitting a virus to the Website; overloading, "flooding", "mail-bombing" or "crashing" the Website, sending unsolicited e-mail, including promotions and/or advertising of products or services, or forging any TCP/IP packet header or any part of the header information in any e-mail or posting.
7. Comments and Content.
a. You alone are responsible for your comments and Content, and once posted to the Website, it cannot always be withdrawn. You assume all risks associated with your comments and Content, including anyone’s reliance on its quality, accuracy, or reliability, and any risks associated with personal information you disclose. By providing Content on the Website, you represent that you own or have the necessary permissions to use and authorize the use of your Content. Unless otherwise agreed, you may not imply that your Content is in any way sponsored or endorsed by AV-iQ.
You may expose yourself to liability if, for example, your content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, service mark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; violates or advocates the violation of any law or regulation; or violates these Terms.
b. By posting Content to the Website, you hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use your content for any purpose. Please note that you also irrevocably grant the Users of the Website the right to access your Content in connection with their use of the Website. You irrevocably waive, and cause to be waived, against AV-iQ and its Users any claims and assertions of moral rights or attribution with respect to your Content. By “use” we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of your Content.
c. You will not post on or upload to this Website any comment or Content that is illegal, obscene, threatening, defamatory, invasive of privacy, infringing or otherwise injurious or objectionable to others.
d. You will refrain from posting on or uploading to this Website any software, political campaigning, commercial solicitations, chain letters, mass mailings, or any form of spam.
e. You will not use a false e-mail address, impersonate any person or entity, or otherwise attempt to conceal the origin of any comment or Content you submit.
f. AV-iQ has the right to remove or edit your comments and Content with or without cause.
g. Your comments and Content publicly posted on the Website will be treated as non-confidential and non-proprietary.
You agree to indemnify, defend, and hold harmless AV-iQ, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents, contractors and representatives of each of them (collectively, the “AV-iQ Entities”) from and against any and all third party claims, actions, demands, losses, damages, costs, liabilities and expenses (including but not limited to attorneys’ fees and court costs) arising out of or relating to: (i) your access to or use of the Website, including your Content, (ii) your violation of the Terms, (iii) your breach of your representations and warranties provided under these Terms, (iv) any products or services purchased or obtained by you in connection with the Service, (v) your products or services, or the marketing or provision thereof to end users, or (vi) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. AV-iQ reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of AV-iQ. AV-iQ will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
9. Disclaimers and Limitations of Liability
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF AV-IQ TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. BY ACCESSING OR USING THE SERVICE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
A. THE WEBSITE IS MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT AV-IQ MAY NOT MONITOR, CONTROL, OR VET USER CONTENT OR THIRD PARTY CONTENT. AS SUCH, YOUR USE OF THE WEBSITE IS AT YOUR OWN DISCRETION AND RISK. AV-IQ MAKES NO CLAIMS OR PROMISES ABOUT THE QUALITY, COMPLETENESS, ACCURACY, OR RELIABILITY OF THE WEBSITE, ITS SAFETY OR SECURITY, INCLUDING WITHOUT LIMITATION THE SECURITY OF YOUR DATA, OR THE CONTENT. ACCORDINGLY, AV-IQ IS NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE WEBSITE’S INOPERABILITY, DEPLETION OF BATTERY POWER OR OTHER IMPAIRMENT OF DEVICES USED TO ACCESS THE WEBSITE, WEBSITE UNAVAILABILITY, SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE CONTENT FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE WEBSITE.
B. AV-IQ MAKES NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE WEBSITE OR THAT OFFER GOODS OR SERVICES THROUGH THE WEBSITE. ACCORDINGLY, AV-IQ IS NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE FROM ANY SUCH THIRD PARTY’S ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR CONTENT PROVIDER MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES OR ADVERTISERS LISTED OR FEATURED ON THE WEBSITE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE WEBSITE IS AT YOUR OWN DISCRETION AND RISK.
C. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE WEBSITE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE WEBSITE.
D. AV-IQ’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICE OR THESE TERMS IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO AV-IQ IN CONNECTION WITH THE SERVICE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100.
E. AV-IQ’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW, AV-IQ WILL NOT BE LIABLE FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS OR REVENUE, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA. THE WAIVERS AND LIMITATIONS SPECIFIED IN THIS SECTION 9 WILL SURVIVE AND APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
10. Disputes. In the event of a claim by or controversy between you and/or AV-iQ arising from use of, or otherwise relating to, this Website or this Agreement and unresolved within a reasonable amount of time by informal negotiation, such claim or controversy will be finally resolved by binding arbitration under the applicable rules of the American Arbitration Association in New York, NY.
Additional "My iQ" terms and conditions
"My iQ'; the registered user environment within the AV-iQ® web site has been created to deliver access to advanced tools and services as well as select and unique information and user specific data, including pricing, on behalf of the participating manufacturers, distributors and others. Security is of the utmost importance and each user's activities within the site will be recorded and that activity will be made available to the participants who provide the information registered users will access as a means of verifying the delivery of information. Some of the information that will be provided within this environment will be hosted on the AV-iQ® servers but some of the information will be provided as a result of a web call or other solution to the source site.
Contact information, where applicable, will be provided to others and then only to the sites and content providers that the registered user voluntarily visited during their browsing activity within the specific sessions conducted as a registered user.
For more information contact Mark Loftus at firstname.lastname@example.org