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Terms Of Use

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:32BP Terms of Use

Last Updated: June 5, 2023

Nicole Anderson Media Services dba 32nd Street Media, LLC (“Licensor”, “we”, “our,” or “us”) makes its services at https://32ndstreetmedia.com, mobile applications downloadable at here (for iOS version) or here (for Android version), and related sub-domains, services and products controlled by Licensor, and any other interaction with Licensor (collectively, “Services”) available for your use subject to this Terms of Use (“Agreement”).

By downloading, accessing, ordering or using any of our Services, clicking on the “I accept” button, or completing the registration process, you represent that you have read, understood, and agreed to be bound by this Agreement. The term “you” or “your” refers to anyone who uses any portion of our Services. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICES, AND YOU SHOULD NOT LOG ON OR OTHERWISE USE THE SERVICES.

USER ELIGIBILITY

You are over the age of 18. To access the Services, you represent and warrant that you are over the age of 18 or that you have the express authorization of your parent or legal guardian to accept and abide by this Agreement. If you are under the age of 18, please do not attempt to register with us. If we learn that we have collected personal information from someone under the age of 18 without parental consent, we will promptly delete that information. Please contact us at mail@32ndstreetmedia.com if you believe we have collected personal information from someone under the age of 18 without parental consent.

DISCLAIMER NOTICE

No Professional Advice. THE INFORMATION PROVIDED AS PART OF YOUR USE OF AND ACCESS TO THE SERVICES IS FOR PERSONAL INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE MEDICAL, LEGAL, THERAPEUTIC, OR OTHER PROFESSIONAL ADVICE. SUCH INFORMATION MAY NOT BE ACCURATE OR SUITABLE FOR ALL INDIVIDUALS. FOR MORE DETAILS, PLEASE SEE SECTION 6 (DISCLAIMER) BELOW.

THE SERVICES CANNOT AND ARE NOT DESIGNED, INTENDED OR APPROPRIATE TO REPLACE THE RELATIONSHIP YOU HAVE WITH YOUR HEALTHCARE PROVIDERS OR TO ADDRESS SERIOUS, EMERGENCY, OR LIFE-THREATENING MEDICAL CONDITIONS AND SHOULD NOT BE USED IN THOSE CIRCUMSTANCES. YOU SHOULD ALWAYS TALK TO YOUR HEALTHCARE PROVIDERS FOR DIAGNOSIS AND TREATMENT, INCLUDING INFORMATION REGARDING WHICH DRUGS, THERAPY, OR OTHER TREATMENT MAY BE APPROPRIATE FOR YOU.

ARBITRATION NOTICE

Legal Notice. THIS AGREEMENT CONTAIN AN ARBITRATION PROVISION IN SECTION 11 THAT REQUIRES YOU AND LICENSOR TO RESOLVE DISPUTES BY BINDING ARBITRATION INSTEAD OF COURT. IN ARBITRATION, CLASS ACTIONS AND JURY TRIALS ARE NOT PERMITTED. THEREFORE, PLEASE REVIEW SECTION 11 CAREFULLY, AS IT GOVERNS YOUR USE, DOWNLOAD, ACCESS, AND RECEIVING OF OUR SERVICES AND AFFECTS YOUR RIGHTS TO RESOLVE DISPUTE WITH US. FOR MORE DETAILS, PLEASE SEE SECTION 11 BELOW RELATING TO DISPUTE RESOLUTION.

 

TABLE OF CONTENT

  1. Our Services

  1. License to Use Services and Content

  1. Acceptable Conduct

  1. Privacy and Security

  1. Feedback and Referral

  1. Disclaimers

  1. Limitation of Liability

  1. Release and Indemnification

  1. Third-Party Services and Content

  1. Suspension and Termination

  1. Governing Law; Arbitration; Class-Action Waiver

  1. Updates to this Agreement and Services

  1. General

  1. Our Services:

    1. Service Overview. You acknowledge that we provide web-based engagement and monitoring of individuals for and on behalf of managed care organizations that engage our Services. We do not recommend or endorse any specific tests, physicians, medications, products, or procedures. Our Services do NOT replace your relationship with your healthcare providers or doctors, are NOT intended for medical emergencies, and are NOT intended to be an insurance product.

Our Services help managed care organizations (“MCO”) monitor the performance of clinics and facilities under the MCO’s oversight (“Providers”). To this end, we provide web-based tools to facilitate Providers in tracking the recovery status of individuals who receive care from these Providers, and enable MCO to oversee Providers’ progresses in meeting certain requirements.

No Medical Care or Advice: The content of our Services is for informational purposes only and does not constitute professional medical advice, diagnosis, mental health services, treatment or recommendations of any kind. For End Users (as defined below), you should always seek the advice of your qualified heath care professionals with any questions or concerns you may have regarding your individual needs and any medical conditions. We do not recommend or endorse any specific test physicians, medications, products, or procedures. For additional details, please refer to Section 6 (Disclaimer).

Not for Emergencies: USE OF THE SERVICES IS NOT FOR EMERGENCIES. Our Services are not for medical emergencies or urgent situations. You should not disregard or delay to seek medical advice based on anything that appears or does not appear on the Services.

Not an Insurance Product: The Services are not intended as an insurance product. For End Users (as defined below), you should purchase appropriate insurance separate from your use of our Services if you require any type of health or other insurance coverage.

    1. Your Account Registration. To access certain Services, you may be required to register and create an Account and provide certain registration details.

To access certain Services, each individual shall register and create an account on https://32ndstreetmedia.com (your “Account”). Your Account gives you the right to access the Services and functionalities. We maintain different types of Accounts for different types of users as described below. Unless otherwise provided, each login information is restricted to one individual per registered user account; provided that such login information or license key may be reassigned to a new authorized user to replace the predecessor user, who has terminated employment, or otherwise has changed job function and therefore no longer uses the applicable Services.

Further, you understand that for some of our Services to operate correctly, we need you to provide accurate and complete information as prompted by the account registration processes. You represent and warrant that the information you provide in connection with your use of Services is true, accurate, and complete.

    1. Users. We offer three levels of Users: Admin User, Provider User, and End User.

In order to have access to the Services, you must register to create an account and become a “User”. To register, you must provide a username, a PIN, your email address, and other information specified in the registration form for the following categories:

  • Admin User: If you open an “Administrator Account” on behalf of an MCO, then you are an “Admin User.” You represent and warrant that you are an authorized representative of the applicable MCO with the authority to use Administrator Account to oversee Providers’ progresses in meeting certain requirements.
  • Provider User: If you open a “Provider Account” as authorized by a Provider, then you are a “Provider User.” You represent and warrant that you are a licensed physician, nurse practitioner, or healthcare professional contracted with the Provider. You further represent and warrant that you are an authorized representative of the Provider to access the Services and bind Provider through your agreement and acceptance of this Terms of Use. Your relationship with End Users (including, but not limited to, your patients) is directly between you and End Users. For more details, please refer to Section 6.2 (Disclaimer relating to End Users and Providers) below.
  • End User: If you open an “Individual Account” or “End User Account” as directed by your Provider that maintains healthcare relationship with you, then you are an “End User.” The Provider shall assign each End User a login information or license key to access the applicable Services. As an End User, your physician-patient or healthcare relationship is solely with your Provider(s). We do not provide any medical advice. You should use our Services only in accordance with the instructions of your Provider(s).

(each a “User” and collectively, the “Users”)

  1. License to Use Services and Content:

Our Services may contain data, files, text, images, audio, video, sounds, works of authorship, applications, user interfaces, visual interfaces, logos, designs, product names, ideas, communications, replies, comments, software, scripts, executable files, links, and any materials accessed through or made available for use or download through the Services (collectively, “Content”) subject to the terms of this Agreement. Content that you generate, upload, submit, or otherwise provide to the Services in its original form and in any media is known as “User Content.” All Content, that is not User Content, is known as “Licensor Content.”

    1. User Content.

If you submit, upload, or post any User Content, you must abide by Acceptable Conduct provided in Section 3 below. We reserve the right to monitor, remove, or modify User Content for any reason and at any time, including User Content we believe violates the Agreement and/or our policies. By your submission, posting or delivering of User Content to us, Licensor shall have a transferable, non-exclusive, irrevocable, royalty-free right and license to use the User Content for delivering and improving our Services, and unless otherwise provided in our agreement with the MCO, to copy, modify, delete in its entirety, adapt, publish, translate, create derivative works in connection with Licensor’s regular business operations. You represent and warrant that you have the right or authorization to submit User Content as discussed above and will indemnify us for any breach of this representation and warranty.

    1. Licensor Content. We strive to deliver a great experience to our Users. In return, we ask that you respect our intellectual property rights.

Licensor Content is protected by copyright, trademark, patent, and other applicable laws. Our Services and Licensor Content (excluding your data) are copyrighted as a collective work under United States copyright laws, and are protected by other laws. Trademarks, logos, and service marks displayed on our Services are registered and/or unregistered trademarks of Licensor, its licensors or content providers, or other third parties. You acknowledge that Licensor is the exclusive owner of the Services, our logos, marks, copyrighted materials, inventions know-how, potentially patentable business methods, phrase, trade names, HTML code and/or other computer code and/or scripts, which constitute Licensor Content. We also claim ownership rights under the copyright and trademark laws with regard to the “look,” “feel,” “appearance”, and “graphic function” of our Services, including but not limited to its color combinations, sounds, layouts, and designs. Any unauthorized use of the foregoing and violation of Section 3.1 (Prohibited Conduct) is strictly prohibited and may be prosecuted to the fullest extent of the law.

Nothing in this Agreement is intended to, or may be construed as, conferring by implication, estoppel or otherwise, any license or other grant of right to use any patent, copyright, trademark, service mark, or other intellectual property of Licensor or any third party, except as expressly provided in the Agreement. You agree not to remove, obscure, or modify any trademark legend or copyright notice, author attribution, or other notice placed on or contained within any of Licensor Content. All rights not otherwise expressly granted by the Agreement are reserved by us.

If you believe User Content or Licensor Content infringes copyright or trademark under U.S. or other applicable laws, please notify us immediately at the “Contact Us” information provided at the end of this Agreement.

  1. Acceptable Conduct

    1. Prohibited Conduct. You agree that you will not (and will not permit any third party to), under any circumstances (except to the extent expressly authorized by this Agreement) breach the following guidelines:

  • No Unauthorized Use: Do not use our Services for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of any illegal activity or other activity which infringes our rights or the rights of others;

  • No Harmful or Illegal Content:

  • Do not use our Services for any purpose that may be deemed by us or others to be invasive of another’s privacy, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, explicit, illegal, or otherwise in violation of this Agreement or any other agreement between you and Licensor;

  • Do not post deceptive or fraudulent links, including those with misleading descriptions, putting the wrong “source” field in a post, setting misleading click-through links on images, or embedding links to pop-up ads;

  • No hacking or posting harms to Our Services:

  • Do not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services or our systems or networks, or any systems or networks connected to the Services, including by “flooding” the Services with requests;

  • Do not post any content that contains any computer hardware or software, viruses, Trojan horses, worms, spyware, or any other computer programming that may interfere with the operation of our Services;

  • No infringement: Do not use any Services or Licensor Content in any manner to:

  • misappropriate any trade secret or infringe any copyright, trademark, patent, rights of publicity, or other proprietary right of any party;

  • remove, obscure or modify a copyright or other proprietary rights notice in the Services;

  • decipher, decompile, disassemble, reverse engineer, or attempt to conduct the foregoing any of the software comprising or in any way making up a part of our Services;

  • copy, modify, reproduce, republish, upload, post, transmit, translate, sell, exploit, distribute, or create derivative works of any material from the Services, in any manner or medium (including by email or other electronic means), unless explicitly authorized in this Agreement;

  • reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which the Services is based;

  • frame or otherwise simulate the appearance or functions of the Services or any portion thereof; or

  • modify, copy, sell, resell, rent, lease, loan, sublicense, redistribute, or create any derivative work of, any portion of our Services, including any Licensor Content included on our Services.

  • No Impersonation: Do not impersonate any person or entity (including Licensor), or solicit information from another User(s) in furtherance of identity theft or another unlawful purpose;

  • No Exploitation:

  • Do not use any scraper, crawler, spider, robot or other automated means of any kind to access or copy data on our Services, deep-link to any feature or content on our Services, bypass, circumvent, disable or otherwise interfere with our robot exclusion headers or other similar measures; or

  • Do not harvest or scrap information manually on a mass basis (unless we have given you separate written permission to do so).

  • No Abuse of Personal Data:

  • Do not collect, store or use any Personal Data about other Users without permission or in violation of applicable data protection laws;

  • Do not disclose private or proprietary information that you do not have the right to disclose; or

  • Do not post in public an email or private message from any other Users.

  • No Harm to Minors. Don’t use the Services in a way that harms minors (or anyone, really);

  • No Spam. Do not use our Services for any purpose that constitutes unauthorized or unsolicited advertising, junk or bulk e-mail, chain letters, any other form of unauthorized solicitation or any form of lottery or gambling;

  • No Breach of Obligations: Do not violate additional acceptable use policy or community guideline made available for User’s review and acceptance, or other contractual or legal duties to a third party.

    1. Monitoring by Licensor. If we become aware of any possible violations by you of any provision of the Agreement, Licensor reserves the right to investigate such violations and/or put a temporary hold on your access to your Account. If no violation is found, we will promptly remove the hold, and you may continue using the Services. In accordance with Section 10 (Suspension and Termination), we reserve the right, at our sole discretion, to suspend any User’s access or use of the Services, remove the User Content(s) in violation of terms of this Agreement, without prior notice to you or anyone else.

  2. Privacy and Security. Your information is important to you. Let’s work together to keep it confidential, safe, and secure.

    1. Privacy. Our Privacy Policy describes how we collect and use Personal Data about you through the Services, and is incorporated in the Agreement by this reference. Licensor and its third party service providers may use your Personal Data to provide services to you and on an aggregated or anonymized basis for other purposes, including to improve our Services and Licensor Content during or after the term.

    2. SMS Text Message or other communications. IN CONNECTION WITH THE SERVICES, YOU MAY SIGN UP FOR RECEIVING CALLS OR TEXT MESSAGES (SMS AND MMS) FROM LICENSOR OR AUTHORIZED THIRD PARTIES AT THE TELEPHONE NUMBER YOU PROVIDE DURING ACCOUNT REGISTRATION. BY SIGNING UP FOR RECEIVING TEXT MESSAGES, YOU AGREE THAT YOU ARE THE PRIMARY OWNER OF THE TELEPHONE NUMBER PROVIDED, EVEN IF IT IS ON ANY DO-NOT-CONTACT LIST (INCLUDING ANY CORPORATE, STATE, OR FEDERAL DO-NOT-CONTACT LIST), AND THAT SUCH CALLS OR TEXT MESSAGES MAY BE FOR TELEMARKETING AND ADVERTISING PURPOSES RELATING TO YOUR USE OR ACCESS OF THE SERVICES. YOU UNDERSTAND AND ACKNOWLEDGE THAT SUCH CALLS OR TEXT MESSAGES MAY BE SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR OTHER AUTOMATED MEANS (e.g. AUTOMATED TEXT AND/OR ARTIFICIAL AND/OR PRE-RECORDED MESSAGING) AND THAT MESSAGE AND DATA RATES MAY APPLY.  YOU UNDERSTAND AND ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO GIVE THIS CONSENT IN ORDER TO USE SERVICES. MESSAGE FREQUENCY VARIES AND MAY BE SENT AT ANY TIME OF DAY, INCLUDING ON WEEKENDS OR HOLIDAYS.  UNSUBSCRIBE AT ANY TIME BY REPLYING STOP, CLICKING THE UNSUBSCRIBE LINK (WHERE AVAILABLE), OR ADJUST YOUR MOBILE APP SETTINGS.  TEXT HELP FOR HELP. 

    3. Security. While there is no such thing as “perfect security,” we will take reasonable steps to help ensure the safety of your Personal Data. However, the safety and security of your Personal Data also depends upon you. Upon registration of an Account, you will be provided with a username and password to access benefits available to our Users. You must treat your username, password or any other piece of information utilized as part of our security procedures as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Account is personal to you and agree not to provide any other person with access to our Services or portions of it using your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your Account at the end of each session. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other Personal Data.

We reserve the right to cooperate with local, state, provincial and national authorities in investigations of improper or unlawful activities and this may require the disclosure of your Personal Data. We may also report to other organizations about improper or unlawful activities by our Users, and this reporting may include disclosure of Personal Data relating to those individuals conducting such improper or unlawful activities.

  1. Feedback and Referral

    1. Feedback. Licensor is free to use your Feedback without any restriction of any kind as long as we do not attribute you as the source.

We appreciate any ideas, suggestions, documents, and/or proposals that you want to share with Licensor through “Contact us,” or other similar pages on our Services, or through our social media pages (collectively, “Feedback”). By submitting your Feedback, you agree that it is provided on a non-confidential basis (unless otherwise agreed or required by law). Therefore, you hereby grant to Licensor a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sub-licensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation, maintenance and improvement of our Services.

    1. Referral. We hope that you like our Services and tell your friends and communities about us.

If you enjoy our Services, we encourage you to share your experience with us and your friends and communities (“Referral”). If you choose to use the features in our Services to let a friend know about our Services, we need you to provide your contact’s email address, social media profile, or other contact information, so that we may reach out and tell such individual about us. We may store this information for a limited period of time, but we will not display it publicly.

You represent and warrant that you have all rights necessary to submit the Feedback or provide your contact’s information to make the Referral.

  1. Disclaimers: These are the things that we have no control over and therefore cannot be responsible for.

    1. General. THE SERVICES ARE PROVIDED FOR ENTERTAINMENT, EDUCATIONAL, AND PROMOTIONAL PURPOSES ONLY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND AT YOUR SOLE RISK. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT. THIS MEANS THAT WE MAKE NO WARRANTY OR PROMISES THAT

  • OUR SERVICES WILL MEET YOUR REQUIREMENTS,
  • OUR SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME, TIMELY, UNINTERRUPTED, OR ERROR-FREE,
  • ANY DEFECTS IN THE OPERATION OR FUNCTIONALITY WILL BE CORRECTED OR VIRUS-FREE,
  • ANY CONTENT OR INFORMATION FOUND ON OUR SERVICES WILL BE ACCURATE, UP-TO-DATE, OR RELIABLE,
  • THE SERVICES OR THE INFORMATION TRANSMITTED TO OR FROM THEM OR STORED ON THEM WILL BE SECURE FROM UNAUTHORIZED ACCESS,
  • INFORMATION AND CONTENT THAT YOU STORE IN YOUR ACCOUNT OR ON THE SERVICES WILL REMAIN RETRIEVABLE AND UNCORRUPTED, OR
  • THE QUALITY OF INFORMATION, CONTENT, OR OTHER MATERIALS OBTAINED THROUGH OUR SERVICES WILL MEET YOUR EXPECTATIONS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

    1. Disclaimers relating to End Users and Provider. We do not provide any medical advice. Provider is solely responsible for its relationship with End Users, including any compliance obligations.

Provider is solely responsible for all agreements, consents, notices, and other interactions with End Users (including patients and other consumers). Without limiting the generality of the foregoing, Provider is solely responsible for all billings and collections from End Users, and Licensor shall have no liability whatsoever to Provider with respect to any amounts owed by any End Users to a Provider. Provider is solely responsible for obtaining all necessary agreements and consents from, and providing all required notices to, patients and other consumers. Provider and Provider Users agree not to contact other Users through unsolicited e-mail, telephone calls, mailings, or any other method of communication. Provider and Provider User(s) represent and warrant to Licensor that the Provider has the legal right and authorization to upload all User Content through the Services. 

Provider and Provider User will use the Services only in accordance with applicable standards of good medical practice. While software products, such as the Services, can facilitate and improve the quality of service that Provider can offer End Users, many factors, including but not limited to the provider/patient relationship can affect a patient outcome. With intricate and interdependent technologies and complex decision-making, it is often difficult or impossible to accurately determine what the factors were and in what proportion they affected an outcome. Provider shall be solely responsible for its use of the Services, and the provision of medical services to Provider’s patients. In this regard, Provider releases Licensor and waives any and all potential claims against Licensor as a result of Provider’s use of the Services, and the provision of services to End Users or Provider’s other patients.

As a result of the complexities and uncertainties inherent in the patient care process, Provider agrees to defend, indemnify and hold Licensor harmless from any claim by or on behalf of any patient of Provider, or by or on behalf of any other third party or person claiming damage by virtue of a familial or financial relationship with such a patient, which is brought against Licensor, regardless of the cause if such claim arises for any reason whatsoever, out of Provider’s use or operation of the Services. To the extent applicable, Provider will obtain Licensor’s prior written consent to any settlement or judgment in which Provider agrees to any finding of fault of Licensor or defect in the Services. Licensor will promptly notify Provider in writing of any claim subject to this indemnification, promptly provide Provider with the information reasonably required for the defense of the same, and grant to Provider exclusive control over its defense and settlement.

    1. No Legal, Medical, or other Professional Advice. We are not lawyers, doctors, provider of healthcare or telehealth services, or other licensed professionals, and do not provide any type of legal, medical, accounting, or other advice. Nothing contained in the Services should be construed as such advice or diagnosis. The information and reports generated by us should not be interpreted as a substitute for physician consultation, evaluation, or treatment, and the information made available on or through the Services should not be relied upon when making medical diagnosis, legal, or other decisions, or to diagnose or treat a health condition or illness. NO ATTORNEY-CLIENT OR DOCTOR-PATIENT RELATIONSHIP IS FORMED BETWEEN YOU AND LICENSOR. ANY AND ALL SERVICES PROVIDED BY, IN AND/OR THROUGH THE SERVICES (INCLUDING BUT NOT LIMITED TO CONTENT) ARE FOR INFORMATIONAL PURPOSES ONLY.

    2. System and Equipment. You must provide the equipment and Internet connections necessary to access the Services at your own expense. We do not guarantee that the Services will operate with your computer, tablet, mobile device, network, installed software, internet or mobile carrier service plans, or with any particular computer or other piece of hardware, software, equipment, or device you install on or use with your computer. There may be times when our Services are unavailable due to technical errors or network outages or for maintenance and support activities.

  2. Limitation of Liability. We need to manage our risks.

    1. DISCLAIMER OF CERTAIN DAMAGES. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL LICENSOR AND ITS AFFILIATES, OFFICERS, EMPLOYEES, DIRECTORS, AGENTS, PARTNERS AND LICENSORS, INCLUDING THOSE THAT PROVIDE VENUE FOR OFFSITE COMPETITIONS OR TRAINING CLASSES (“LICENSOR PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR OFFERINGS OR ANY CONTENT, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE OUR SERVICES OR CONTENT; OR (2) ANY OTHER MATTER RELATED TO OUR SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

    2. CAP ON LIABILITY. UNDER NO CIRCUMSTANCES WILL THE LICENSOR PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR MORE THAN THE AMOUNT RECEIVED BY LICENSOR AS A RESULT OF YOUR USE OF OUR SERVICES. OUR SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO ONE HUNDRED U.S. DOLLARS ($100 USD) OR THE AMOUNT YOU PAID LICENSOR TO USE THE APPLICABLE SERVICE(S) IN THE PAST TWELVE MONTHS, WHICHEVER IS GREATER.

    3. Limitation period. Any claim related to THIS AGREEMENT or the SERVICES may not be brought unless made within the one-year period beginning on the date when the claim first could be filed. If it is not filed within such time, then that claim is permanently barred.

    4. EXCEPTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATIONs OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND Licensor’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

  3. Release and Indemnification.

    1. Release. You agree to release the Licensor Parties from any and all liability and obligations whatsoever in connection with or arising from your use of the Services. If at any time you are not satisfied with the Services or object to any Content or other material within or on the Services, your sole and exclusive remedy is to immediately stop using and otherwise accessing the Services.

    2. Indemnification. You agree to indemnify and hold the Licensor Parties harmless from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees, disbursements and court costs) arising from or in connection with: (i) the use or inability to use our Services or any Content; (ii) your breach or violation of the Agreement or any other guidelines or agreements referenced in the Agreement, (iii) any information you provide to Licensor (including any information your provide to us as part of a contact form, or Feedback or User Content); (iv) your violation of any rights of any third party, including privacy and intellectual property rights; (v) your failure to disclose any pre-existing conditions, limitations, or sensitivities; or (vi) your participation in any community events or competition sponsored by Licensor, including your use of any equipment or facilities.

    1. Release by California Residents. If you are a California resident or could otherwise claim the protections of California law, you further expressly waive the provisions of section 1542 of the California civil code, which reads as follows: “A general release does not extend to the claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release which, if known by him or her, must have materially affected his or her settlement with the debtor.” You acknowledge that you have read and understand section 1542 of the California civil code, and you hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to your release of any claims you may have against Licensor.

  2. Third-Party Services & Content. We do not have control over services or contents provided by a third party.

As an accommodation to you, our Services may contain links to third party services, advertisers, websites, special offers or other events or activities (collectively, “Third-Party Services”) that are not owned or controlled by Licensor. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any Third-Party Services, nor do we endorse such Third Party Services. If you access a Third-Party Services in the course of using our Services, you do so at your own risk, and you understand that this Agreement and our Privacy Policy do not apply to your use of such Third-Party Services. You expressly relieve the Licensor Parties from any and all liability arising from your use of any Third-Party Services or third party-owned content. Licensor does not endorse, support, sanction, encourage, verify, or necessarily agree with the comments, opinions, or statements of third parties displayed on or transmitted via our Services (“Third-Party Content”). Any Third-Party Content placed on the Services is the view and responsibility of those who post those comments, opinions, or statements, and does not necessarily represent the views of Licensor.

  1. Suspension and Termination Here’s what we have to do if we part ways or if we have to modify, suspend, or terminate your access.

    1. Suspension. You acknowledge and agree that we may, under certain circumstances, immediately suspend your access to the Services or any part thereof, including, without limitation, for the following reasons: (a) your breach or violation of this Agreement or other terms or guidelines referenced in this Agreement; (b) our discontinuance or modification to the Services; (c) unexpected technical or security issues or problems; (d) extended periods of inactivity; and/or (e) your engagement in fraudulent or illegal activities. You further agree that any such actions may be taken without notice to you, in our sole discretion, and without liability to you or any third party.

    2. Term and Termination. This Agreement is effective unless and until terminated. Licensor may, in its sole discretion, terminate your use of the Services or any part thereof, if you fail to comply with any term of provision of this Agreement. We may also terminate your access to all or part of our Services, without notice, for any conduct that we, in our sole discretion, believe is disruptive to our Services (or other Users) or is in violation of any applicable laws or this Agreement. We may not provide you with any notice beforehand when we take any of these actions. Licensor shall in no way be held liable for any consequence which results from any decision to modify or discontinue providing the Services. Termination or cancellation of this Agreement shall not affect any right or relief to which either Licensor or you may be entitled at law or in equity. Upon termination, you must terminate all use of the Services and destroy all materials, including any Licensor Content, obtained using the Services and all copies thereof.

  2. Governing Law; Arbitration; Class-Action Waiver

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU AND LICENSOR TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

The laws of the State of Georgia will govern this Agreement, without giving effect to any principles of conflicts of laws. To the extent the parties are permitted under this Agreement to initiate litigation in a court, you agree that any action arising out of this Agreement or your use of the Services shall be brought in state or federal court in the Fulton County, Georgia and you consent to the jurisdiction of such courts.

For any dispute you have with any Licensor Party, you agree to first contact Licensor and attempt to resolve the dispute with Licensor informally. Unless resolved by mutual efforts of you and us, any disputes or claims that may arise out of or in connection with this Agreement and for which either party shall seek equitable relief, all differences, disputes or claims arising in connection with this Agreement or any transaction or occurrence contemplated hereby shall be finally settled under the Commercial Rules of the American Arbitration Association (“AAA”) in Atlanta, Georgia, by one or more arbitrators appointed in accordance with such rules, except that no punitive damages may be awarded. Licensor and you together understand and agree that the decision in such arbitration shall be binding on both parties, that the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees and that a judgment upon any award rendered may be entered in any court having jurisdiction.

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. Either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from a court for matters related to data security, intellectual property or unauthorized access to or use of the Services. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY IN ARBITRATION, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS LICENSOR AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND LICENSOR ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION LAWSUIT.

You may opt out of binding arbitration and this class action and jury trial waiver by notifying us in writing within 30 days of signing this Agreement unless a longer period is required by law. Your written notification must be mailed, emailed, or delivered to us at the address or email address listed at the top of this Agreement within 30 days of the date you sign this Agreement and must include your name, your address, and a clear statement that you do not wish to resolve disputes through arbitration.

  1. Updates to this Agreement and Services: Our Services are constantly evolving. With the launch of new products, services, and features, we need the flexibility to make changes, update this Agreement, impose limits, and occasionally alter certain aspects of our Services. We may also upgrade our Services, which might not work properly if you don’t install the updates.

We reserve the right to modify this Agreement at any time, effective upon posting. You can tell when changes have been made to this Agreement by referring to the “Last Updated” legend on top of this page. We will provide you with advance notice of a major change. For example, we may: (i) require that you reaccept the updated version of this Agreement; (ii) send you an electronic notification advising of the update to this Agreement; or (iii) include a notice on the Services. We do not ordinarily provide advance notice of a minor change. We encourage you to check this Agreement every time you visit the Services.

Your continued use of our Services and/or utilization of any Services after this Agreement has been updated (and after advance notice for a major change) indicates your agreement and acceptance of the updated version of this Agreement.

  1. General

    1. Consent To Do Business Electronically. We use and rely upon electronic records and electronic signatures for the execution and delivery of this Agreement and any other agreements, undertakings, notices, disclosures or other documents, communications or information of any type sent or received in accordance with this Agreement and in performing our obligations and exercising our rights under this Agreement. Neither you nor Licensor will prevent or inhibit in any way the other party from printing, saving, or otherwise storing electronic records sent or otherwise made available to the other party. You agree not to contest the authorization for, or validity or enforceability of, electronic records and electronic signatures, or the admissibility of copies thereof, under any applicable law relating to whether certain agreements, files, or electronic records are to be in writing or signed by you to be bound thereby. You will bear your own costs and expenses in conducting business electronically, and will undertake all steps necessary, including software, hardware, and other equipment upgrades and purchases, in order to be able to conduct business electronically.

    1. Access from Outside of the United States. Our Services and Licensor Content is hosted in the United States and is governed by the laws of the United States. OUR PRODUCTS AND SERVICES, AND OTHER LICENSOR CONTENT ON OUR SERVICES, ARE ONLY DIRECTED AT THOSE LOCATED WITHIN THE UNITED STATES. If you are using our Services from outside the United States, please be aware that your information may be transferred to, stored and processed in the United States where our servers are located and our central database is operated. The data protection and other laws of the United States and other countries might not be as comprehensive as those in your country. By using the Services in any way, you hereby consent to the transfer of your data and information to, and the storage and processing of such data and information in, the United States of America.

    2. Assignment. You may not assign or otherwise transfer this Agreement or any rights or obligations hereunder without Licensor’s prior, written consent. Any assignment in violation of this Section is null and void.

    3. Notice. We may provide any notice to you under this Agreement by sending a message to the email address you provide, or by posting to https://32ndstreetmedia.com. Notices we provide by posting will be effective upon posting. To give us notice under this Agreement, you must use the “Contact Us” information provided at the end of this Agreement to deliver notice via email or personal delivery, overnight courier, or registered or certified mail. We may update the email address or mailing address for notices to us by posting a notice on the Services. Notices provided by personal delivery will be effective immediately. Notices provided by email or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

    4. Entire Agreement/Severability. This Agreement, together with the Privacy Policy, any amendments and any additional agreement you may enter into with Licensor in connection with the Services, shall constitute the entire agreement between you and Licensor concerning the Services and supersede any prior or contemporaneous communications, representations, or agreements, whether oral or written, between you and Licensor with respect to such subject matter. If any portion of this Agreement is deemed unlawful, void or unenforceable, that portion will be deemed severable and will not affect the validity or enforceability of the remaining provisions.

    5. Force Majeure. Licensor shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, pandemic, epidemic, health crisis declared by government authorities, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, denial of service attack, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials, telecommunications, or utilities.

    6. No Waiver. No waiver of any term in this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Licensor’s failure to assert any right or provision under these terms shall not constitute a waiver of such right or provision.

    7. Section Headings. The section headings appearing in this Agreement have been inserted for the purpose of convenience and ready reference. They do not purport to, and shall not be deemed to, define, limit or extend the scope or intent of the clauses to which they pertain.

    8. Survival of Certain Provisions. Those provisions outlined here that normally would survive after you cease using the Services and Licensor Content and all provision indicating an ongoing obligation, which include but are not limited to Sections 2.2 (Licensor Content), 3.1 (Prohibited Conduct), 6 (Disclaimers); 7 (Limitation of Liability), 8 (Release and Indemnification), 10 (Suspension and Termination), 11 (Governing Law; Arbitration; Class-Action Waiver), and 13 (General), shall survive any termination or expiration of this Agreement, but shall not imply or create any continued right to use the Services after the termination of this Agreement.

    9. Contact Us. All feedback, comments, requests for technical support and other communications relating to the Services should be directed to:

In Writing: 32nd Street Media, LLC, 1400 Veterans Memorial Highway, Suite 134-314, Mableton, GA 30126

By Telephone: 6127475688

By Email: mail@32ndstreetmedia.com

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