Last Updated on September 20, 2020
These Terms and Conditions (the “Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Engage Ventures LLC, a Delaware limited liability company headquartered in Atlanta, Georgia (“Engage Ventures,” “we”, “us”, or “our”) and govern your access to and use of the www.engage.vc website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). Certain other programs or services provided by us through linked websites or other channels may have additional terms and conditions regarding your use of those services, and nothing in these Terms is intended to modify such terms and conditions. Subject to your compliance with these Terms and all applicable international, federal, state and local laws, rules, and regulations, we grant you a limited, revocable, nonexclusive, non-sublicensable, non-transferable, license to use the Site solely for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use. By accessing or using the Site, you are agreeing to these Terms and concluding a legally binding contract with Tech Square Ventures.
IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
- “Content” means source code, images, photos, databases, functionality, software, website designs, audio, video, text, photographs, and graphics and all other forms of data or communication.
- “Your Content” means Content that you submit or transmit to, through, or in connection with the Site, such as posts, comments, invitations, messages, and information that you publicly display.
- “User Content” means Content that users submit or transmit to, through, or in connection with the Site.
- “Engage Content” means Content that we create and make available in connection with the Site.
- “Third Party Content” means Content that originates from parties other than Engage or its users, which is made available in connection with the Site.
- “Site Content” means all of the Content that is made available in connection with the Site, including Your Content, User Content, Third Party Content, and Engage Content.
Any reference to Engage refers to various affiliated entities using the Engage name and not a single entity.
Changes to Terms of Services
Any other services provided by us or our affiliates will be subject to a separate agreement that will be provided to you. The Terms do not cover these other services unless expressly stated herein. We may modify the Terms from time to time. You understand and agree that your access to or use of the Site is governed by the Terms effective at the time of your access to or use of the Site. If we make material changes to these Terms, we will notify you by email or by posting a revised version of the Terms on the Site. We will also indicate at the top of this page the date that revisions were last made. You should revisit these Terms on a regular basis as revised versions will be binding on you. You understand and agree that your continued access to or use of the Site after the effective date of modifications to the Terms indicates your acceptance of the modifications. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Site after the date such revised Terms are posted. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.
Purpose of the Site
The purpose of the site is to provide general information on our services. We do not offer investment advice through the Site. Nothing on the Site is intended to be, nor should it be construed or used as, financial, legal, tax or investment advice or an offer to sell, or a solicitation of any offer to buy any securities, interest in a fund, or other financial instruments, nor should it be used in connection with any contract or commitment. Any offer to sell or solicitation to buy interests in any investment vehicle may be made only by means of a confidential private offering memorandum. Each potential investor or client should consult their own advisers regarding the legal, tax, and financial suitability of any investment. No representation is made that any investment will or is likely to achieve its investment objectives or that any investor or client will or is likely to achieve results comparable to those that may be shown or will make any profit at all or will be able to avoid incurring substantial losses. Additionally, no representation is made that any investment vehicle or account will make and/or maintain any of the investments. The value of investments and the income from them may go down as well as up and investors may not get back the amount originally invested. Past performance is not indicative of future results.
The purpose of the Site may also include promoting a thriving entrepreneurial ecosystem in local communities throughout the world. It is not intended to be utilized as a forum for self-promotion or for commercial gain by its users.
Using the Site
- Eligibility: To access or use the Site, you must be 18 years or older and have the requisite power and authority to enter into these Terms. You may not access or use the Site if we have previously banned you from the Site or closed your account.
- Permission to Use the Site: We grant you permission to use the Site subject to the restrictions in these Terms. Your use of the Site is at your own risk.
- Site Availability: The Site may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.
- User Accounts: You may be required to create an account and provide certain information about yourself in order to use some of the features that are offered through the Site. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You are also solely responsible for keeping your user account data and any security questions and responses associated therewith confidential. You are solely liable for any claims, damages, losses, costs or other liabilities resulting from or caused by any failure to keep your account data and the security questions and responses confidential, whether such failure occurs with or without your knowledge or consent. You agree to notify us immediately of any suspected or actual unauthorized access to or use of your account data or any other breach of your account security. We reserve the right to close your account at any time for any or no reason and to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
- Communications from Engage and other Users: By creating an account, you agree to receive certain communications in connection with the Site. For example, you might receive questions or requests from other Users related to information or events you post on the Site. To the extent you have subscribed to them, you will also receive reading lists and e-mail newsletters about happenings in your area. We provide unsubscribe links in all our email footers if you no longer wish to receive those communications from us.
- Responsibility for Your Content: You alone are responsible for Your Content (including but not limited to pitch deck, executive summary, business plan, text, images, photos, audio, video, and all other forms of data or communication) and assume all risks associated with Your Content. You represent that you own, or have the necessary permissions to use and authorize the use of Your Content as described herein. 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, 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; or violates or advocates the violation of any law or regulation.
- Our Right to Use Your Content: If you share Your Content, including a pitch deck, executive summary, business plan, or similar information or materials with us through the website or otherwise, you agree that such information or materials will not be considered confidential or proprietary and we are free to use it for any purpose. We may use Your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms (“Other Media”). As such, 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 Site and any Other Media the right to access Your Content in connection with their use of the Site and any Other Media. Finally, you irrevocably waive and cause to be waived, against Engage 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.
- Ownership; Intellectual Property Rights: Unless otherwise indicated, the Site is our proprietary property and all Content, including but not limited to the visual interfaces, interactive features, graphics, design and all other elements and components of the Site (but excluding Your Content, User Content, and Third Party Content) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. In particular, we also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world associated with the Engage Content and the Site, which are protected by copyright, trade dress, patent, trademark laws, and all other applicable intellectual and proprietary rights and laws. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. We reserve all rights not expressly granted to you in and to the Site, the Content, and the Marks. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Engage Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Site and the Engage Content are retained by us.
- Right to Remove User Content: We reserve the right to remove, screen, edit, or reinstate User Content from time to time at our sole discretion for any reason or no reason, and without notice to you. We have no obligation to retain or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content.
You agree not to, and will not assist, encourage, or enable others to use the Site to:
- Violate our Content or Event Guidelines as set forth in these Terms;
- Violate any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right
- Threaten, stalk, harm, or harass others, or promote bigotry or discrimination or use any information obtained from the Site in order to harass, abuse, or harm another person, including any of our employees or agents engaged in providing any portion of the Site to you;
- Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise;
- Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not;
- Violate any applicable law.
You also agree not to, and will not assist, encourage, or enable others to:
- Violate the Terms;
- Use the Site to advertise or offer to sell goods and services;
- Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Site or Site Content (other than Your Content), except as expressly authorized by Engage;
- Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site;
- Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Site or on any materials printed or copied from the Site;
- Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software;
- Record, process, or mine information about other companies and/or users;
- Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”);
- Reformat or frame any portion of the Site or engage in unauthorized linking to the Site;
- Attempt to gain unauthorized access to the Site, user accounts, computer systems or networks connected to the Site through hacking, password mining or any other means;
- Sell or otherwise transfer your profile;
- Use the Site or any Site Content to transmit (or attempt to upload or to transmit) any computer viruses, worms, defects, Trojan horses or other items of a destructive nature (collectively, “Viruses”), including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site;
- Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools;
- Use any device, software or routine that interferes with the proper working of the Site, or otherwise attempt to interfere with the proper working of the Site;
- Make improper use of our support services or submit false reports of abuse or misconduct;
- Use the Site to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Site or Site Content or create an undue burden on the Site or the networks or services connected to the Site;
- Attempt to impersonate another user or person or use the username of another user;
- Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords; or
- Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of Site Content, or features that enforce limitations on the use of the Site.
- Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
- Use the Site in a manner inconsistent with any applicable laws or regulations.
Events and Acceptance of Terms
As used below, the term “Engage Event” means an event, gathering, promotion, contest, meet-up or the like that is organized or hosted by Engage. A “Non-Engage Event” means an event, gathering, promotion, contest, meet-up or the like that is organized or hosted by someone other than Engage, but that may appear or be listed on the Site. In order to participate or attend a Engage Event you must agree to the terms set forth in these Terms. If you find that you cannot or will not agree to such terms, please do not respond to or attend any Engage Event. If you register for any Engage Event or Non-Engage Event through the Site, you agree that you have read, understand and agree to these event terms.
Assumption of risk/release of liability/indemnity:
Although we try to create a safe environment at Engage Events, accidents happen. We ask that you do your part to help limit the possibility that you might get injured at a Engage Event. You agree to carefully consider the inherent risks in any activities that you choose to take part in and to take reasonable precautions before you choose to attend or participate at an Engage Event. For example, you should ensure that you are in good physical health before engaging in any physical activity at an Engage Event, and you should always drink responsibly given the risks associated with drunk driving and participating in activities while your judgment is impaired. Second, please note that some of the other Engage Event guests may be less responsible than you, and may themselves create additional risks to you despite their best intentions. In summary, you understand that your attendance and participation at Engage Events is voluntary, and you agree to assume responsibility for any resulting injuries to the fullest extent permitted under applicable law. By the same token, you agree that Engage is not responsible for any injuries you might sustain at Non-Engage Events listed on the Site.
You (for yourself, your heirs, personal representatives, or assigns, and anyone else who might make a claim on your behalf) hereby release, waive, discharge and convent not sue Engage and its respective parent companies, subsidiaries, affiliates, officers, directors, partners, shareholders, members, agents, employees, vendors, sponsors and volunteers from any and all claims, demands, causes of action, damages, losses or expenses (including court costs and reasonable attorneys’ fees) which may arise out of, result from, or related in any way to your attendance at any Engage Event or Non-Engage Event, except for any gross negligence or willful misconduct on our part.
You further agree to indemnify and hold Engage, its parents, subsidiaries, affiliates, officers, directors, employees, agents and representatives harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party due to, related to, or connected with your attendance or conduct at any Engage Event or Non-Engage Event.
Engage and its sponsors and vendors sometimes take photos and videos at Engage Events, and later use them for promotional purposes. By participating or attending any Engage Event, you agree that you may appear in some of these photos and videos, and you authorize their use in this fashion. In addition, if you take any photos or videos of attendees at a Engage Event and provide them to us, you authorize us to use them in the same fashion and represent that the attendees that appear in your photos and videos have consented to such use. We do not control Non-Engage Events or the people that organize them. It is possible that organizers or attendees of Non-Engage Events will take photos or shoot videos in which you appear and then post them online (including, possibly, on the Site). By RSVP’ing to a Non-Engage Event through the Site, you authorize Engage’s use of such media for promotional purposes.
While we hope not to, we may prohibit your attendance at any Engage Event at any time if you fail to abide by the Terms, including this Section 7, or for any or no reason, without notice or liability of any kind. We reserve the right to cancel any Engage Event at any time, for any reason, and without liability or prejudice.
From time to time, members of the Engage community organize their own meet-ups and events. Although Engage representatives sometimes join in the fun, such events are Non-Engage Events and are not sponsored or endorsed by Engage, even when promoted on the Site. All terms and conditions related to Non-Engage Events apply equally to such events. If you organize such an event, you agree not to create the impression that it is sponsored or endorsed by Engage. You agree that you will not represent yourself as an employee, representative, or agent of Engage (unless, of course, you are actually employed by Engage, in which case these Terms will govern your participation in any Engage Event to the extent such Terms are not inconsistent with Engage’s standard employment agreements or policies).
Privacy, IP, Trademark, and Copyrights
Copyright and Trademark Disputes
If you believe that your copyright or trademark is being infringed on the Site, please send us a reasonably sufficient written notice with the following information:
- Identification of the copyrighted or trademarked work that you claim has been infringed;
- Identification of the allegedly infringing content, and information reasonably sufficient to permit Engage to locate it on the Site (e.g., the URL for the web page on which the content appears);
- A statement by you that you have a good faith belief that the use of the content identified in your notice in the manner complained of is not authorized by the copyright/trademark owner, its agent, or the law;
- A statement by you that you attest, under penalty of perjury, that the information in your notice is accurate and that you are the copyright/trademark owner or authorized to act on the owner’s behalf; and
- Your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address).
If you believe that your content should not have been removed for alleged copyright or trademark infringement, you may send us a written counter-notice with the following information:
- A statement by you that you attest, under penalty of perjury, that the information in your notice is accurate and that you are the copyright/trademark owner or authorized to act on the owner’s behalf;
- Your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address);
- Identification of the copyrighted or trademarked work that was removed, and the location on the Site where it would have been found prior to its removal;
- A statement, under penalty of perjury, that you have a good faith belief that the content was removed as a result of a mistake or misidentification. For trademark disputes only: information reasonably sufficient to explain why you believe you are not infringing the trademarked work;
- A statement that you consent either to the jurisdiction of (a) the Federal District Court for the judicial district in which your address is located if you live in the United States, or (b) any judicial district in which Engage is located if you live outside the United States. Please also include a statement that you will accept service of process from the person who sent the original infringement notice to Engage, or an agent of such person; and
- Your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address).
We may respond, investigate, or take appropriate action with respect to all such notices and comply with applicable law. We reserve the right to remove content alleged to be infringing without prior notice and at our sole discretion. We also reserve the right to terminate a user’s account if the user is determined to be a repeat infringer.
You can send us your copyright or trademark notices to:
75 5th Street NW Suite 2100
Atlanta, GA 30308
Suggestions and Improvements
By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against Engage and its users any claims and assertions of any moral rights contained in such Feedback.
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
The Site may include links to other websites or applications (each, a “Third Party Site”). We do not control or endorse any Third Party Site. You agree that we do not endorse and are not responsible for the availability, accuracy, or contents of such Third Party Sites. Your use of Third Party Sites is at your own risk.
Some of the services made available through the Site may be subject to additional third party or open source licensing terms and disclosures, which are incorporated herein by reference.
You agree to indemnify, defend, and hold Engage, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them (collectively, the “Engage Entities“) harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the Site, (ii) your violation of the Terms, (iii) the infringement by you, or any third party using your account, of any intellectual property or other rights of any person or entity, (iv) your Contributions; (v) any overt harmful act toward any other user of the Site with whom you connected via the Site; (vi) your negligence, fraud, or willful misconduct; (vii) your Account; and/or (viii) your violation of any law or regulation or any rights of another. Engage 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 Engage. Engage will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Disclaimers And Limitations Of Liability
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE ENGAGE ENTITIES 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. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, 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.
THE SITE IS MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT ENGAGE ENTITIES MAY NOT MONITOR, CONTROL, OR VET USER CONTENT. AS SUCH, YOUR USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK. THE ENGAGE ENTITIES MAKE NO CLAIMS OR PROMISES OF ANY KIND ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SITE, ITS SAFETY OR SECURITY, OR THE SITE CONTENT. ACCORDINGLY, ENGAGE ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SITE’S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE SITE, OR INFORMATION FOUND ON, OR MADE AVAILABLE THROUGH THE SITE.
THE ENGAGE ENTITIES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR EVENTS HOSTED BY THIRD PARTIES LISTED ON THE SITE OR THE SITE’S USERS. ACCORDINGLY, THE ENGAGE ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS. YOUR ATTENDENCE AT EVENTS AND/OR USE OF SERVICES OFFERED BY THIRD PARTIES THROUGH THE SITE IS AT YOUR OWN DISCRETION AND RISK.
THE ENGAGE ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE EVENTS LISTED ON THE SITE, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SITE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SITE.
THE ENGAGE ENTITIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SITE OR THESE TERMS IS LIMITED TO THE GREATER OF (I) THE AMOUNT PAID, IF ANY, BY YOU TO THE ENGAGE ENTITIES IN CONNECTION WITH THE SITE IN THE SIX (6) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (II) $100. YOU ALSO ACKNOWLEDGE AND AGREE THAT YOU HAVE VIEWED OR USED THE SITE WITH A FULL UNDERSTANDING OF THE LIMITATION OF OUR LIABILITY IN THESE TERMS.
THE ENGAGE ENTITIES DISCLAIM LIABILITY FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (II) LOSS OF PROFITS, (III) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA.
Choice of Law and Venue
Georgia law will govern these Terms, as well as any claim, cause of action or dispute that might arise between you and Engage (a “Claim”), without regard to conflict of law provisions. FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN FULTON COUNTY, GEORGIA.
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Fulton, Georgia. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Fulton County, Georgia, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms.
In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (i) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (ii) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (iii) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
- You may terminate the Terms at any time by closing your account, discontinuing your use of the Site, and providing Engage with a written notice of termination.
- We may close your account, suspend your ability to use certain portions of the Site, and/or ban you altogether from the Site for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your account, the Site, Your Content, Site Content, or any other related information.
- In the event of any termination of these Terms, whether by you or us, Sections 1, and 5 through 14 will continue in full force and effect, including our right to use Your Content as detailed in Section 5.
Electronic Communications, Transactions, And Signatures
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
- We reserve the right to modify, update, or discontinue the Site at our sole discretion, at any time, for any or no reason, and without notice or liability.
- We may provide you with notices, including those regarding changes to the Terms by email, regular mail or communications through the Site.
- Nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.
- The Terms contain the entire agreement between you and us regarding the use of the Site, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.
- Any failure on Engage’s part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
- If any provision of the Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.
- The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with ‘Engage’ prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void.
- You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.
- The section titles in the Terms are for convenience only and have no legal or contractual effect.
We welcome your questions about these Terms. Please feel free to contact us at firstname.lastname@example.org or by writing to us at:
75 5th Street NW, Suite 2100
Atlanta, Georgia 30308