INTELLECTUAL PROPERTY RIGHTS

You acknowledge and agree that the Services, the Website and Content contained therein (including without limitation the Website design, text, graphics and all software and source codes connected with the Website and the Services) are protected by copyright, trademarks, patents and other intellectual property rights and laws that are owned by Company or other third parties from whom Company has the right to display such intellectual property. None of the content may be downloaded, copied, reproduced, transmitted, stored, sold or distributed without the prior written consent of the copyright holder.
The Company does not claim ownership of any materials you post, upload or submit to any publicly accessible area of the Services. You hereby grant to Company (and its Affiliates) a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works of, distribute, perform, and display all Content that you upload to the Services, and to incorporate any such Content in other works in any form, media, or technology now known or later developed. You agree that Company will not treat any Content that you upload to the Services as confidential and may use any such Content in the operation of its business (including without limitation, for products, services, marketing, or advertising) without incurring any liability for royalties or any other consideration of any kind.

INDEMNITY

You agree to indemnify, defend and hold Company and its shareholders, members, board of directors, board of managers, officers, managers, employees, agents, independent contractors, attorneys, suppliers, vendors or representatives (collectively with Company, the “Company Affiliates”) harmless from and against any and all Claims and Damages arising directly or indirectly (i) from any breach by you of these Terms of Service, and (ii) any Claim brought or threatened against Company by any third party arising (a) out of your use of the Services or (b) by reason of or in connection with any Content submitted, posted or transmitted through the Services, howsoever such Claims or Damages are suffered or incurred by Company as a result of (a) or (b).
For purposes of these Terms of Service:
“Claim” shall mean any suit, claim, demand, cause of action, administrative, regulatory or judicial action, proceeding (including condemnation or appropriation proceedings), hearing, written notice, arbitration, investigation, request for information, litigation, charge or complaint.
“Damages” shall mean any and all injury, damage, liability, judgment, loss, penalty, interest, cost and expense, including reasonable attorneys’ fees and court costs incurred due to, as part of, or resulting from an asserted or threatened Claim.

DISCLAIMERS AND LIMITATION OF LIABILITY

USE OF THE SERVICES IS AT YOUR OWN RISK. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF SERVICE, THE SERVICES ARE PROVIDED “AS IS” AND WE MAKE NO WARRANTY, EXPRESS OR LIMITED, WITH RESPECT TO THE SERVICES, INCLUDING ANY AND ALL WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.
WE ARE NOT LIABLE FOR ANY DAMAGES WHATSOEVER TO THE EXTENT ARISING DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH LOST OR ALTERED MESSAGES OR TRANSMISSIONS OR UNAUTHORIZED ACCESS TO OR THEFT, ALTERATION, LOSS, DAMAGE OR DESTRUCTION OF YOUR CONTENT, DATA, PROGRAMS, INFORMATION, NETWORK OR SYSTEMS, EXCEPT TO THE EXTENT THAT ANY OF THE FOREGOING IS CAUSED BY OUR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.
NOTWITHSTANDING ANY PROVISION OF THSE TERMS OF SERVICE TO THE CONTRARY, NONE OF THE COMPANY AFFILIATES SHALL BE LIABLE TO YOU FOR ANY LOST PROFITS, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL COSTS, LIABILITIES OR DAMAGES, WHETHER IN BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, OR UNDER ANY OTHER LEGAL THEORY, EVEN IF FORESEEABLE, ARISING FROM THE USE OR PERFORMANCE OF THE SERVICES, ANY INTERRUPTION OF SERVICES, OR ANY DELAY, ERROR OR LOSS OF DATA OR INFORMATION ARISING IN ANY MANNER OUT OF, OR IN CONNECTION WITH, THESE TERMS OF SERVICE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ALL CLAIMS FOR WHICH ARE HEREBY SPECIFICALLY WAIVED. TO THE EXTENT SUCH DISCLAIMER IS PERMITTED BY LAW, WE HEREBY DISCLAIM LIABILITY FOR ANY OF THE FOREGOING COSTS, LIABILITIES OR DAMAGES CAUSED BY OUR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
YOU ACKNOWLEDGE THAT THE SERVICES ARE NOT GUARANTEED TO BE SECURE OR FREE FROM TAMPERING, VIRUSES, OR OTHER SECURITY VIOLATIONS. ACCORDINGLY, WE HEREBY DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY WHATSOEVER FOR THE SECURITY OF THE SERVICES, WHETHER OR NOT YOU HAVE IMPLEMENTED ENCRYPTION, FIREWALL PROTECTION OR ANY OTHER INTERNET SECURITY SERVICE OR DEVICE. YOU AGREE THAT THE TRANSMISSION OR USE OF CONTENT VIA THE SERVICES IS AT YOUR OWN RISK.

GOVERNING LAW AND USE OF TERMS

Captions and paragraph headings used in these Terms of Service are for convenience only, are not substantive provisions and are not be used to interpret any provision hereof. Pronouns used herein are to be construed as masculine, feminine, or neuter, and both singular and plural, as the context may require and the term “person” includes an individual, corporation, limited liability company, association, partnership, limited partnership, limited liability partnership, trust, and other organization, as the case may be. The word “include”, “exclude” and derivations thereof are not be construed as terms of limitation. The words “day,” “month,” and “year” mean, respectively, business day, calendar month and calendar year. Section references refer to sections of these Terms of Service.
In the event of any conflict between these Terms of Service and any contract between you and the Company, the latter shall control.
Should any part or provision of this Agreement, for any reason, be declared invalid or illegal, such invalidity or illegality shall not affect the validity of any remaining portion, which remaining portion shall remain in force and effect as if this Agreement had been executed with the invalid or illegal portions thereof eliminated.
All the provisions herein contained shall be binding upon and inure to the benefit of the respective heirs, personal representatives, successors and assigns of the parties hereto. Outside Agents may assign all of its rights hereunder at any time without notice or consent.
This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. In the event of any legal action or proceeding arising from this Agreement, the parties agree that the state court forum for said litigation shall be in Duval County, Florida, in the court of appropriate jurisdiction, and that the federal court jurisdiction shall be in the Middle District of Florida in Duval County, Florida. The parties hereto submit to the exclusive jurisdiction of such courts and hereby waive any objection or defense to such jurisdiction or venue, including any defense based upon inconvenient forum.

Effective Date: March 16th , 2023