Welcome to [Voices Advance]‘s (“Company”, “we”, “us”, or “our”) website. Please read this Website User Agreement (this “Agreement”) carefully before using the Services (as defined below) of the [http://www.voicesadvance.com] website and other Company-owned or controlled websites (collectively, the “Sites”). THESE TERMS AND CONDITIONS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR ACCESS TO AND USE OF THE SITES AND THE RELATED SERVICES, PROPRIETARY MATERIALS [OR ANY PURCHASES YOU MAKE VIA THE SITES] (collectively, “Services”). 

By accessing or using the Services, (i) you acknowledge that you have read, understand, and agree to be bound by this Agreement, and (ii) you represent and warrant that you are of legal age and not prohibited by law from accessing or using the Services. THIS AGREEMENT CONTAINS, AMONG OTHER THINGS, AN ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER.

CHANGES

Company may update or revise this Agreement from time to time in Company’s sole discretion and without notice to you. All changes are effective immediately when Company posts them, and apply to all access to and use of the Services thereafter. You are expected to check this page each time you access or use the Services so you are aware of any changes, as you agree that any such changes are binding on you. Your continued access to or use of the Services following the posting of a revised Agreement means that you accept and agree to the changes.

PRIVACY

We have developed a privacy policy (“Privacy Policy”) in order to inform you of our practices with respect to the collection, use, disclosure and protection of your information which is accessible at [insert website’s privacy policy URL]. 

GENERAL TERMS AND CONDITIONS

We reserve the right to withdraw or amend the Services in our sole discretion and without notice. We will not be liable if for any reason any part of the Services is, or all of the Services are, unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Sites, or the entire Sites. You are responsible for (i) making all arrangements necessary for you to have access to the Sites, and (ii) ensuring that all persons who access the Sites through your internet connection are aware of this Agreement and comply with it.

[To access some of the Services, you may be asked to provide certain registration details or other information. It is a condition of your use of the Sites that all the information you provide on the Sites is correct, current and complete. You agree that all information you provide to register with the Websites or otherwise, including, but not limited to, through the use of any features on the Sites, is governed by our Privacy Policy, and you hereby consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information 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 the Sites or portions thereof using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name 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 information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.]

The Agreement grants you a license (without right to sublicense) to use the Services for personal, non–commercial purposes only. You agree to use the Sites in compliance with the terms of the Agreement, the Privacy Policy, and all international, federal, state and local laws. 

Without limiting the foregoing, you expressly agree not to:

• (i) resell, lease, transfer, lend, timeshare, syndicate or commercially use the Services;

• (ii) decompile, reverse engineer, disassemble or otherwise attempt to derive any source code from the Sites;

• (iii) distribute, publicly perform or publicly display the Services;

• (iv) modify, adapt, translate, or create any derivative works of the Services or any portion thereof;

• (v) use any data mining, crawlers, spiders, robots or similar data gathering or extraction methods;

• (vi) download, index or in any non-transitory manner store or cache any portion of the Services or any information contained therein, except as expressly permitted on the Sites;

• (vii) remove, deface, obscure, or alter any copyright, trademark or other proprietary rights notices affixed to or provided in connection with the Services;

• (viii) create or attempt to create a substitute or similar service or product through the use of or access to the Services or any proprietary information related thereto; or

• (ix) use the Services other than for their intended purpose.

INTELLECTUAL PROPERTY RIGHTS

The Sites, and all of their contents, including, without limitation, texts, photographs, images, illustrations, graphics, video materials, audio materials, course work, lesson plans, training modules, software, logos, titles, characters, names, graphics and button icons, (collectively “Proprietary Materials”), are or may be protected by copyright, trademark and other laws of the United States, as well as international conventions and the laws of other countries. The Proprietary Materials are owned or controlled by Company or by other parties that have provided rights thereto to Company. As between Company and you, Company retains all right, title, and interest, including, without limitation, all intellectual property rights, in and to the Proprietary Materials.

The Company name, the term VOICES ADVANCE, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company, in each instance. All other names, logos, product and service names, designs and slogans on the Sites are the trademarks of their respective owners.

All rights not expressly granted hereunder are hereby reserved by the Company. Any use of the Services not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark and other laws.

CLAIMS REGARDING COPYRIGHT INFRINGEMENT

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Company’s designated agent at info@voicesadvance.com. ALL INQUIRIES NOT RELEVANT TO THIS PROVISION WILL NOT RECEIVE A RESPONSE.

Upon receipt of notices complying or substantially complying with the Digital Millennium Copyright Act (“DMCA”), we will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity, and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. We will take reasonable steps to promptly notify the user that we have removed or disabled access to such material.

OTHER WEBSITES

The Sites may contain links to third-party sites that are not owned or operated by Company. We do not control, recommend or endorse and are not responsible for these sites or their content, products, services, or privacy policies or practices. In no event shall we be liable, directly or indirectly, to you or any other person or entity for any loss or damage arising or resulting from the creation or use of the third party sites or the information or material accessed through these third-party sites.]

DISCLAIMER

YOU HEREBY AGREE THAT YOUR USE OF, AND RELIANCE ON ANY ADVICE OR INFORMATION OBTAINED FROM OR THROUGH, THE SERVICES IS AT YOUR OWN AND SOLE RISK. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (I) ANY WARRANTIES CONCERNING THE ACCURACY, TIMELINESS, OR COMPLETENESS OF THE CONTENT OF THE SERVICES; AND (II) ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT OR GUARANTEE: (1) THAT ANY PORTION OF THE SERVICES WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES, OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES; OR (2) THAT ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. 

INDEMNIFICATION

By using the Sites, you agree to defend, indemnify, and hold Company and its officers, directors, employees, contractors, partners, licensors and suppliers harmless from any and all claims, liabilities, damages, losses, costs, and expenses, including without limitation, attorneys’ fees and expenses, arising in any way from or in connection with your access to or use of the Services, or any violation by you of this Agreement, our Privacy Policy or any other policy posted on the Sites applicable to your access to or use of the Services. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to assist and cooperate with us in asserting any available defenses.

LIMITATION OF LIABILITY

IN NO EVENT SHALL THE COMPANY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, PARTNERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED TO IT OR ANY CONTENT ON SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.  YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OF THE ABOVE CLAIMS OR FOR DISPUTES AGAINST US OR OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, PARTNERS, LICENSORS OR SUPPLIERS, IS TO DISCONTINUE YOUR ACCESS TO AND USE OF THE SERVICES. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THIS AGREEMENT.

TERMINATION OF THE AGREEMENT

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Services, at any time and for any reason without prior notice or liability. The following sections shall survive any termination of this Agreement: “Intellectual Property Rights,” “Disclaimer,” “Indemnification,” “Limitation of Liability,” “Termination,” “Arbitration,” “Governing Law,” “Severability,” and “Miscellaneous.”

ARBITRATION

Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and Company or its successors or assigns shall exclusively be settled through binding and confidential arbitration held in New York, New York.

Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. Unless otherwise agreed upon by the parties in writing, the arbitration will be conducted before one arbitrator and will be governed by the American Arbitration Association’s (“AAA”) Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Rules and Procedures”).

To the fullest extent permitted by applicable law, you and Company must abide by the following rules: (I) ANY CLAIMS BROUGHT BY YOU OR COMPANY MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (II) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (III) THE ARBITRATION SHALL BE CONFIDENTIAL, AND NEITHER YOU NOR WE MAY DISCLOSE THE EXISTENCE, CONTENT OR RESULTS OF ANY ARBITRATION, EXCEPT AS MAY BE REQUIRED BY LAW OR FOR PURPOSES OF ENFORCEMENT OF THE ARBITRATION AWARD; (IV) THE ARBITRATOR MAY AWARD ANY INDIVIDUAL RELIEF OR INDIVIDUAL REMEDIES THAT ARE PERMITTED BY APPLICABLE LAW; AND (V) EACH SIDE PAYS ITS OWN ATTORNEYS’ FEES AND EXPENSES UNLESS THERE IS A STATUTORY PROVISION THAT REQUIRES THE PREVAILING PARTY TO BE PAID ITS FEES AND LITIGATION EXPENSES, AND, IN SUCH INSTANCE, THE FEES AND COSTS AWARDED SHALL BE DETERMINED BY THE APPLICABLE LAW. 

GOVERNING LAW

[We control and operate the Sites from our offices in the State of New York, United States of America. We do not represent that the Services are appropriate or available for use in other locations. Persons who choose to access or use the Sites from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.]

You expressly agree that this Agreement, our Privacy Policy, and the Services shall be construed according to, and governed by, the laws of the State of New York, without regard to its conflict of laws rules.

SEVERABILITY

If any of the provisions, or portions thereof, of this Agreement, is found to be invalid under any applicable statute or rule of law, the remainder of this Agreement shall remain in full force and effect and such provision or portion thereof shall be deemed omitted.

MISCELLANEOUS

This Agreement, our Privacy Policy, and any other policies that we post on the Sites constitute the entire agreement between you and Company with respect to the Services and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Company with respect to those matters. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement, and neither party has any authority of any kind to bind the other in any respect.