Your Acceptance of this Agreement and Duty to Read
Unleashed CEO’s Right to Deny Entry or Use of the Website
Notwithstanding any provision of this Agreement to the contrary, and without limiting any such provision, Unleashed CEO reserves the right to deny access to and use of the Website to you or any person for any lawful reason whatsoever in Unleashed CEO’s sole and absolute discretion, including without limitation for any breach of this Agreement, warranty, or covenant made by you under this Agreement.
Website Content is the Exclusive Intellectual Property of Unleashed CEO
All content on the Website, including without limitation, the text, software, scripts, graphics, photos, videos, logos, trademarks, and service marks (collectively, the “Unleashed CEO Intellectual Property”), belong exclusively to Unleashed CEO. The Unleashed CEO Intellectual Property on the Website is provided to you “AS IS,” “WHERE IS” for your personal information only. You are prohibited from using, copying, reproducing, distributing, transmitting, broadcasting, displaying, selling, licensing, or otherwise exploiting any of the Unleashed CEO Intellectual Property without the prior written consent of Unleashed CEO. In consideration of you reading, understanding, and strictly complying with all terms and provisions of this Agreement, Unleashed CEO grants you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the Unleashed CEO Intellectual Property on the Website for your personal information only, excluding any commercial, business, or pecuniary use, or any use not necessary for you to personally learn about Unleashed CEO or Unleashed CEO’s services. Unleashed CEO reserves the right to revoke this license and deny your access to and use of the Website and the Unleashed CEO Intellectual Property in Unleashed CEO’s sole and absolute discretion, for any reason whatsoever, including without limitation your breach of any of the terms or provisions of this Agreement, warranty, or covenant made by you under this Agreement.
Users of the Website may from time to time send or transmit communications or materials to Unleashed CEO suggesting or recommending changes to the Website or any of the Unleashed CEO Intellectual Property, including without limitation, new features or services (“User Recommendations”). You hereby agree and acknowledge that any such User Recommendations you may send or transmit to Unleashed CEO, whether through the Website or by any other means, belong exclusively to Unleashed CEO and are automatically made a part of the Unleashed CEO Intellectual Property. You irrevocably assign to Unleashed CEO all right, title, and interest to any such User Recommendations and agree that Unleashed CEO may use or implement your User Recommendations in any way or manner according to Unleashed CEO’s sole and absolute discretion, free from any claim, right, or interest by or of you. You further agree to execute or cause to be executed any instrument or documentation necessary for Unleashed CEO to perfect its interest in any such User Recommendations.
Your Covenants and Warranties
As a condition to your viewing, accessing, or otherwise using the Website, you covenant and warrant to Unleashed CEO:
- You will not crawl, scrape, or spider any page of the Website or reverse engineer or attempt to obtain the source code of the Website;
- You will not interfere with, disrupt, or attempt to so interfere with or disrupt, the Website, including without limitation distributing a virus or other harmful computer code;
- You will not violate your obligations under Section 3 of this agreement relating to the Unleashed CEO Intellectual Property, including without limitation making any derivative works of, deleting, or modifying in any way the Unleashed CEO Intellectual Property or any other content contained on the Website;
- You will not circumvent, or attempt to circumvent, Unleashed CEO’s or the Website’s technological or security protection mechanisms;
- You will not access, view, interact with, or otherwise use the Unleashed CEO Intellectual Property or Website to solicit any other user of the Website or any employee or representative of Unleashed CEO for political, commercial, or investment purposes, other than those directly related to you receiving Unleashed CEO’s services; and
- You are at least eighteen (18) years old
Limitation of Liability
You agree that in no event will Unleashed CEO be liable to you or any third party for any indirect, consequential, incidental, special, or punitive damages arising from your use of or reliance on the Unleashed CEO Intellectual Property, the Website, or any information, representations, content, or opinions contained thereon, including without limitation any lost profits or revenues. You further agree that in no event will Unleashed CEO’s liability to you or any third party with respect to any loss or damage suffered by you or any third party arising out of or in connection with the Unleashed CEO Intellectual Property, the Website, or any information, representations, content, or opinions contained thereon, whether in contract, tort, statutory, or in any other way, exceed one hundred U.S. Dollars ($100.00).
Links to Third Party Websites
The Website may at times contain links to outside or third-party websites (“Third-Party Websites”) for your and other Website users’ convenience and information. Unleashed CEO does not own, operate, control, oversee, or endorse any such Third-Party Websites and inclusion of a link to any such Third-Party Website does not imply, create, or represent any endorsement by Unleashed CEO of any Third-Party Website or any content, opinions, goods, or services made available to you on such Third-Party Websites. You agree and acknowledge that you follow any links to or access any Third-Party Websites at your own risk and according to your own discretion. The terms and provisions of this Agreement do not apply to your access or use of any Third-Party Website, which may have its own terms and conditions that are separate from and unrelated to this Agreement, the Website, or Unleashed CEO. You are solely responsible for reading, understanding, and complying with any such separate terms and conditions before accessing or using any Third-Party Website.
Indemnification of Unleashed CEO by You
You agree to indemnify, hold harmless, and at Unleashed CEO’s option, defend Unleashed CEO and Unleashed CEO’s affiliates, officers, members, shareholders, owners, managers, employees, contractors, vendors, agents, clients, successors and assigns from any loss, liability, claim, or demand, including Unleashed CEO’s reasonable attorneys’ fees, made or brought by any third party due to or arising out of your access, viewing, or use of the Unleashed CEO Intellectual Property, the Website, or any content contained thereon. You agree to immediately give Unleashed CEO notice of any such third-party claim and that you may not settle any such third-party claim against Unleashed CEO unless Unleashed CEO consents to the settlement in writing.
Choice of Law
This Agreement and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by and construed in accordance with the laws of the State of Michigan, United States of America.
- Mediation Prior to initiating any arbitration proceeding, each Party shall enter into mediation of any and all disputes arising out of or related to this Agreement. Such mediation will be held in Ingham, County, Michigan for a minimum four (4) hours. Any Party desiring to mediate must provide the other Party with written notice thereof. The Party receiving such notice must provide the name of a proposed independent organization providing mediation service within ten (10) days of receiving the notice, which independent entity will conduct the mediation. You agree to use best efforts and in good faith attempt to resolve the dispute.
- Arbitration You agree that all disputes arising out of or related to this Agreement will be decided through binding arbitration to be conducted in Ingham County, Michigan in accordance with the then-current Commercial Rules of the American Arbitration Association and judgment upon the resulting award may be entered in any court of competent jurisdiction; except that any claims for equitable or injunctive relief relating to the enforcement or enjoinment of the unauthorized or infringing use of the Unleashed CEO Intellectual Property will be brought in a court of competent jurisdiction in the State of Michigan.
- Any Party seeking arbitration under this Agreement must notify the other Party in writing of their demand for arbitration.
- Costs of the arbitration, including without limitation all administrative fees, fees for records or transcripts, and arbitrator fees will be borne equally among the Parties; except that the Party determined by the arbitrator to be the prevailing Party after arbitration will be awarded that Party’s reasonable attorney’s fees.
- Arbitration will be conducted before a single arbitrator. Any arbitrator appointed must have at least ten (10) years’ prior experience in business law matters. Such arbitrator must be mutually selected by the Parties no later than thirty (30) days after the date the written demand for arbitration was received by the receiving Party.
You agree that you will notify Unleashed CEO of your desire to mediate, demand arbitration, or commence any claim, action, proceeding, or lawsuit arising out of or related to this Agreement or your access or use of the Unleashed CEO Intellectual Property, the Website, or any content contained thereon, no later than ninety (90) days after your actual or constructive discovery of facts or circumstances forming the basis of your claim, complaint, or grievance. You agree that any claim, complaint, or grievance not brought by you within such ninety (90) day-period will be deemed to have been waived by you.
Terms Subject to Change by Unleashed CEO
The terms and provisions of this Agreement are at all times subject to change by Unleashed CEO in Unleashed CEO’s sole and absolute discretion, without any notice to you. You agree to bound by any such changes and any new or different terms or provisions of this Agreement resulting from any such changes. You further agree that you have a continuing, affirmative duty to stay aware of the current terms and provisions of this Agreement and any changes or amendments made thereto by Unleashed CEO.
You agree and acknowledge that breach or threatened breach by you of your obligations under Sections 3 and 4 of this Agreement will cause irreparable harm to Unleashed CEO for which monetary damages would not be an adequate remedy and agree that, in such event, Unleashed CEO will be entitled to equitable relief, including a restraining order, preliminary and permanent injunctions, and specific performance. Provided, however, such relief will not be exclusive and is in addition to all other remedies that may be available to Unleashed CEO at law, in equity, or otherwise.
Effect of Non-Enforcement
You agree that Unleashed CEO’s failure or refusal to act with respect to a violation of this Agreement by you or any other user of the Website will not waive Unleashed CEO’s ability to act differently and seek relief with respect to any subsequent or similar violations.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason whatsoever, such invalidity, illegality, or unenforceability will not affect any other term or provisions of this Agreement.
Delegation of Duties
Unleashed CEO reserves the right to delegate any of its duties under this Agreement to any other person, entity, or subcontractor.
Delegation of Rights
Under no circumstances are you permitted to transfer any rights provided to you by this Agreement.