Call Us: (516) 765-7772 / (212) 792-7971 / (631) 998-9181

Forspan Klear LLP

Version Date: May 5, 2019

DISCLAIMER AND TERMS AGREEMENT

This Disclaimer and Terms Agreement (“Agreement”) constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“user” or “you”) and Forspan Klear LLP  and its affiliated companies (collectively, “Forspan Klear” or “we” or “us” or “our”), concerning (i) your access to and use of the www.ForspanKlear.com website as well as any other media form, media channel, mobile website or mobile application related or connected thereto (collectively, the “Website”), and (ii) the provision of Website related services/products (excluding legal services for clients, which are governed by any applicable engagement letter and applicable law) (the “Services”). Other supplemental terms and conditions or documents that may be posted on the Website from time to time, are hereby expressly incorporated into this Agreement by reference.

The Website is considered Attorney Advertising, and any prior results do not guarantee a similar outcome in the future. 

This Website is intended to provide general information about Forspan Klear, and this Website does not provide legal advice nor an invitation for an attorney-client relationship.  Receiving information contained in the Website or using the Website (or the information therein) to contact Forspan Klear, by any method, shall not create an attorney-client relationship.  An attorney-client relationship shall only commence with a mutually executed legal engagement letter between Forspan Klear and the client.  No information conveyed through the Website shall be considered confidential or privileged, and Forspan Klear is not precluded from taking on clients that may be adverse to your interests. 

Nothing contained in this Website shall be considered legal advice.  Such information is for general informational purposes only and is under no circumstance to be relied upon as legal advice.  We urge you to seek legal advice of a competent attorney in your applicable jurisdiction before taking any action or refraining from any action.  Forspan Klear shall not be liable for any action or inaction as a result of relying on content from the Website.  Forspan Klear makes no representations, warranties, claims, promises or guarantees that the information on the Website, or on the websites linked to the Website, is accurate, complete, current or applicable to your unique legal situation. 

Forspan Klear is a limited liability partnership formed under the laws of the State of New York, and the personal liability of the partners of Forspan Klear is limited to the extent provided in such laws.

The Website is hosted in the United States. Forspan Klear makes no representation that the Website is appropriate or available in other locations. The information provided on the Website 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 Forspan Klear to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Website 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.

All users who are minors in the jurisdiction in which they reside (generally under the age of 18) may not register for the Website or use the Services.

YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT BY ACKNOWLEDGING SUCH ACCEPTANCE DURING THE REGISTRATION/CONTACT PROCESS, AS APPLICABLE, AND ALSO BY CONTINUING TO USE THE WEBSITE AND SERVICES. IF YOU DO NOT AGREE TO ABIDE BY THIS AGREEMENT, OR TO MODIFICATIONS THAT FORSPAN KLEAR MAY MAKE TO THIS AGREEMENT IN THE FUTURE, DO NOT USE OR ACCESS OR CONTINUE TO USE OR ACCESS THE SERVICES OR THE WEBSITE.

USER REPRESENTATIONS

Regarding Your Registration (if applicable) / Use of Contact Forms

By using the Services, you represent and warrant that:

  1. all information you submit is truthful and accurate;
  2. you will maintain the accuracy of such information;
  3. you will keep your password confidential (if applicable) and will be responsible for all use of your password and account;
  4. you are not a minor in the jurisdiction in which you reside; and
  5. your use of the Services does not violate any applicable law, rule, regulation, or treaty.

You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Website’s registration/contact forms and (b) maintain and promptly update registration data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Forspan Klear has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Forspan Klear has the right to suspend or terminate your account and refuse any and all current or future use of the Website and Services (or any portion thereof).

We reserve the right to remove or reclaim or change a user name you select if we determine appropriate in our discretion, such as when the user name is obscene or otherwise objectionable or when a trademark owner complains about a username that does not closely relate to a user’s actual name.

Regarding Content You Provide

The Website may invite you to chat or participate in blogs, message boards, online forums and other functionality and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute or broadcast content and materials to Forspan Klear and/or to or via the Website, including, without limitation, text, writings, video, audio, photographs, graphics, comments, suggestions or personally identifiable information or other material (collectively “Contributions”). Any Contributions you transmit to Forspan Klear will be treated as non-confidential and non-proprietary. When you create or make available a Contribution, you thereby represent and warrant that:

  1. the creation, distribution, transmission, public display and performance, accessing, downloading and copying of your Contribution does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret or moral rights of any third party;
  2. you are the creator and owner of or have the necessary licenses, rights, consents, releases and permissions to use and to authorize Forspan Klear and the Website users to use your Contributions as necessary to exercise the licenses granted by you under this Agreement;
  3. you have the written consent, release, and/or permission of each and every identifiable individual person in the Contribution to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Contribution in the manner contemplated by this Website;
  4. your Contribution does not contain any viruses, worms, Trojan horses, malicious code or other harmful or destructive content;
  5. your Contribution is not obscene, lewd, lascivious, filthy, violent, harassing or otherwise objectionable (as determined by Forspan Klear), libelous or slanderous, does not ridicule, mock, disparage, intimidate or abuse anyone, does not advocate the violent overthrow of the government of the United States, does not incite, encourage or threaten physical harm against another, does not violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party;
  6. your Contribution does not include any offensive comments that are connected to race, national origin, gender, sexual preference or physical handicap;
  7. if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to make available the Contribution, or (ii) secured from your employer a waiver as to all rights in or to your Contribution;
  8. your Contribution does not violate any state or federal law designed to regulate electronic advertising;
  9. your Contribution does not amount to trolling, or the making of controversial statements for the sole purpose of generating responses by others;
  10. your Contribution does not constitute, contain, install or attempt to install or promote spyware, malware or other computer code, whether on Forspan Klear’s or others’ computers or equipment, designed to enable you or others to gather information about or monitor the online or other activities of another party;
  11. your Contribution does not inundate the Website with communications or other traffic suggesting no serious intent to use the Website for its stated purpose;
  12. your Contribution does not otherwise violate, or link to material that violates, any provision of this Agreement or any applicable law or regulation; and
  13. your Contribution does not contain pictures, data, audio or visual files, or any other content that is excessive in size, as determined by Forspan Klear in its sole discretion.

CONTRIBUTION LICENSE

By posting Contributions to any part of the Website, or making them accessible to the Website by linking your account to any of your social network accounts, you automatically grant, and you represent and warrant that you have the right to grant, to Forspan Klear an unrestricted, unconditional, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part) and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, such Contributions, and to grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels. Such use and distribution license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, Forspan Klear name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, personal and commercial images you provide. By uploading your Contributions, you hereby warrant that your Contributions are free of any digital rights management, including any software designed to limit the number of times the Contributions may be copied or played. Forspan Klear does not assert any ownership over your Contributions; rather, as between us and you, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions.

Forspan Klear has the right, in our sole and absolute discretion, to (i) edit, redact or otherwise change any Contributions, (ii) re-categorize any Contributions to place them in more appropriate locations or (iii) pre-screen or delete any Contributions that are determined to be inappropriate or otherwise in violation of this Agreement.

By uploading your Contributions to the Website, you hereby authorize Forspan Klear to grant to each end user a personal, limited, non-transferable, perpetual, non-exclusive, royalty-free, fully-paid license to access, download, print and otherwise use your Contributions for their internal purposes and not for distribution, transfer, sale or commercial exploitation of any kind.

SOCIAL MEDIA 

As part of the functionality of the Website, you may link your account with online accounts you may have with third party service providers (each such account, a “Third Party Account”) by either: (i) providing your Third Party Account login information through the Website; or (ii) allowing Forspan Klear to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Forspan Klear and/or grant Forspan Klear access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Forspan Klear to pay any fees or making Forspan Klear subject to any usage limitations imposed by such third party service providers. By granting Forspan Klear access to any Third Party Accounts, you understand that (i) Forspan Klear may access, make available and store (if applicable) any content that you have provided to and stored in your Third Party Account (the “Social Network Content”) so that it is available on and through the Website via your account, including without limitation any friend lists, and (ii) Forspan Klear may submit and receive additional information to your Third Party Account to the extent you are notified when you link your account with the Third Party Account. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts may be available on and through your account on the Website. Please note that if a Third Party Account or associated service becomes unavailable or Forspan Klear’s access to such Third Party Account is terminated by the third party service provider, then Social Network Content may no longer be available on and through the Website. You will have the ability to disable the connection between your account on the Website and your Third Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Forspan Klear makes no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Forspan Klear is not responsible for any Social Network Content. You acknowledge and agree that Forspan Klear may access your e-mail address book associated with a Third Party Account and your contacts list stored on your mobile device or tablet computer solely for the purposes of identifying and informing you of those contacts who have also registered to use the Website. At your request made via email to our email address listed below, Forspan Klear will deactivate the connection between the Website and your Third Party Account and delete any information stored on Forspan Klear’s servers that was obtained through such Third Party Account, except the username and profile picture that become associated with your account.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Website or the Services (“Submissions”) provided by you to Forspan Klear are non-confidential and Forspan Klear (as well as any designee of Forspan Klear) shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you, provided that your name is not included.

PROHIBITED ACTIVITIES

You may not access or use the Website or Services for any other purpose other than that for which Forspan Klear makes it available. The Website is for the personal use of users only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Forspan Klear. Prohibited activity includes, but is not limited to:

  1. criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, copyright infringement, patent infringement, or theft of trade secrets;
  2. advertising to, or solicitation of, any user to buy or sell any products or services, unless authorized by Forspan Klear;
  3. systematic retrieval of data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Forspan Klear;
  4. making any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses;
  5. disguising the origin of any information or inquiry transmitted through the Website or using tools which anonymize your internet protocol address (e.g., anonymous proxy) to access the Services;
  6. posting anyone’s identification documents or sensitive financial information, or otherwise revealing any personal information about another individual, including another person’s address, phone number, e-mail address, credit card number or any information that may be used to track, contact or impersonate that individual;
  7. engaging in unauthorized framing of or linking to the Website;
  8. using any information obtained from the Website in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent;
  9. tricking, defrauding or misleading Forspan Klear and other users, especially in any attempt to learn sensitive account information such as passwords;
  10. making improper use of Forspan Klear’s support services or submitting false reports of abuse or misconduct;
  11. engaging 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;
  12. interfering with, disrupting, or creating an undue burden on the Website or the networks or services connected to the Website;
  13. attempting to impersonate another user or person or using the username of another user;
  14. selling or otherwise transferring your profile;
  15. using any information obtained from the Website in order to harass, abuse, or harm another person;
  16. using the Services as part of any effort to compete with Forspan Klear or to provide services as a service bureau;
  17. deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Website;
  18. attempting to bypass any measures of the Website designed to prevent or restrict access to the Website, or any portion of the Website;
  19. harassing, annoying, intimidating or threatening any Forspan Klear employees or agents engaged in providing any portion of the Services to you;
  20. deleting the copyright or other proprietary rights notice from any Forspan Klear Content;
  21. copying or adapting the Website’s software including but not limited to Flash, PHP, HTML, JavaScript or other code;
  22. uploading or transmitting (or attempt to upload or to transmit) viruses, Trojan horses or other material, 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 Website or modifies, impairs, disrupts, alters or interferes with the use, features, functions, operation or maintenance of the Service;
  23. uploading or transmitting (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,” “passive collection mechanisms” or “pcms”);
  24. except as may be the result of standard search engine or Internet browser usage, using or launching, developing or distributing any automated system, including, without limitation, any spider, robot (or “bot”), cheat utility, scraper or offline reader that accesses the Website, or using or launching any unauthorized script or other software;
  25. engaging in cheating or any other activity deemed by Forspan Klear to be in conflict with the spirit or intent of the Website and Services;
  26. disparaging, tarnishing, or otherwise harming, in Forspan Klear’s opinion, Forspan Klear and/or the Website; and
  27. using the Website in a manner inconsistent with any and all applicable laws, regulations, rules and treaties.

INTELLECTUAL PROPERTY RIGHTS

The content on the Website (“Forspan Klear Content”) and the trademarks, service marks and logos contained therein (“Marks”) are owned by or licensed to Forspan Klear, and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Forspan Klear Content, includes, without limitation, all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics. All Forspan Klear graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, common law trademarks or trade dress of Forspan Klear in the U.S. and/or other countries. Forspan Klear’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Forspan Klear.

Forspan Klear Content on the Website is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, aggregated, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Systematic retrieval of data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Forspan Klear is prohibited. Provided that you are eligible to use the Website, you are granted a limited license to access and use the Website and Forspan Klear Content and to download or print a copy of any portion of Forspan Klear Content to which you have properly gained access solely for your personal, non-commercial use. Forspan Klear reserves all rights not expressly granted to you in and to the Website and Forspan Klear Content and Marks. If you download or print a copy of Forspan Klear Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Website or features that prevent or restrict use or copying of any Forspan Klear Content or enforce limitations on use of the Website or Forspan Klear Content therein.  The use and access rights granted herein do not include any right to use of data mining, robots, spiders or similar data gathering and extraction tools without our prior written permission; provided, however, that a limited exception from the foregoing exclusion is provided to general purpose internet search engines and non-commercial public archives that use tools to gather information for the sole purpose of displaying hyperlinks to the Website, provided they each do so from a stable IP address or range of IP addresses using an easily identifiable agent and comply with our robots.txt file. “General purpose internet search engine” does not include a website or search engine or other service that is competitive with the Website.

SOFTWARE

The Services may include software for use in connection with the Services. If such software is accompanied by an end user license agreement (“EULA”), the terms of the EULA will govern your use of the software. If such software is not accompanied by a EULA, then Forspan Klear grants to you a non-exclusive, revocable, personal, non-transferable license to use such software solely in connection with the Services and in accordance with this Disclaimer and Terms.

THIRD PARTY WEBSITES AND CONTENT

The Website contains (or you may be sent through the Website or the Services) links to other websites (“Third Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the “Third Party Content”). Such Third Party Websites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Website or any Third Party Content posted on, available through or installed from the Website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Websites or the Third Party Content. Inclusion of, linking to or permitting the use or installation of any Third Party Website or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Website and access the Third Party Websites or to use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Website or relating to any applications you use or install from the Website. Any purchases you make through Third Party Websites will be through other websites and from other companies, and Forspan Klear takes no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.

SITE MANAGEMENT

Forspan Klear reserves the right but does not have the obligation to:

  1. monitor the Website for violations of this Agreement;
  2. take appropriate legal action against anyone who, in Forspan Klear’s sole discretion, violates this Agreement, including without limitation, reporting such user to law enforcement authorities;
  3. in Forspan Klear’s sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user’s Contribution or any portion thereof that may violate this Agreement or any Forspan Klear policy;
  4. in Forspan Klear’s sole discretion and without limitation, notice or liability to remove from the Website or otherwise disable all files and content that are excessive in size or are in any way burdensome to Forspan Klear’s systems;
  5. terminate the accounts of repeat infringers; and
  6. otherwise manage the Website in a manner designed to protect the rights and property of Forspan Klear and others and to facilitate the proper functioning of the Website.

PRIVACY

We care about the privacy of our users. Please review the Forspan Klear Privacy Policy. By using the Website or Services, you are consenting to have your personal data transferred to and processed in the United States. By using the Website or the Services, you are consenting to the terms of our Privacy Policy.

TERM AND TERMINATION

This Agreement shall remain in full force and effect while you use the Website or are otherwise a user or member of the Website, as applicable. You may terminate your use or participation at any time, for any reason, by contacting us per the contact information below.

WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, FORSPAN KLEAR RESERVES THE RIGHT TO, IN FORSPAN KLEAR’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE WEBSITE AND THE SERVICES, TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION, AND FORSPAN KLEAR MAY TERMINATE YOUR USE OR PARTICIPATION IN THE WEBSITE AND THE SERVICES, DELETE YOUR PROFILE AND ANY CONTENT OR INFORMATION THAT YOU HAVE POSTED AT ANY TIME, WITHOUT WARNING, IN FORSPAN KLEAR’S SOLE DISCRETION.

In order to protect the integrity of the Website and Services, Forspan Klear reserves the right at any time in its sole discretion to block certain IP addresses from accessing the Website and Services.

Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.

YOU UNDERSTAND THAT CERTAIN STATES ALLOW YOU TO CANCEL THIS AGREEMENT, WITHOUT ANY PENALTY OR OBLIGATION, AT ANY TIME PRIOR TO MIDNIGHT OF FORSPAN KLEAR’S THIRD BUSINESS DAY FOLLOWING THE DATE OF THIS AGREEMENT, EXCLUDING SUNDAYS AND HOLIDAYS.  TO CANCEL, CALL FORSPAN KLEAR DURING NORMAL BUSINESS HOURS USING THE CONTACT INFORMATION LISTING BELOW IN THIS AGREEMENT.  THIS SECTION APPLIES ONLY TO INDIVIDUALS RESIDING IN STATES WITH SUCH LAWS.

If Forspan Klear terminates or suspends your account, to the extent one exists, for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, Forspan Klear reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS

To Agreement

Forspan Klear may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the Website and revisions will be indicated by date. You agree to be bound to any changes to this Agreement when you use the Services after any such modification becomes effective. Forspan Klear may also, in its discretion, choose to alert all users with whom it maintains email information of such modifications by means of an email to their most recently provided email address. It is therefore important that you regularly review this Agreement and keep your contact information current in your account settings to ensure you are informed of changes. You agree that you will periodically check the Website for updates to this Agreement and you will read the messages we send you to inform you of any changes. Modifications to this Agreement shall be effective after posting. Additionally, modifications made to this Agreement applicable to dispute resolution shall not apply to disputes arising prior to the effective date of the modification.

To Services

Forspan Klear reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Forspan Klear shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

DISPUTES

Between Users

If there is a dispute between users of the Website, or between users and any third party, you understand and agree that Forspan Klear is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release Forspan Klear, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Services.

With Forspan Klear

All questions of law, rights, and remedies regarding any act, event or occurrence undertaken pursuant or relating to this Website or the Services shall be governed and construed by the law of the State of New York, excluding such state’s conflicts of law rules.  Any legal action of whatever nature by or against Forspan Klear arising out of or related in any respect to this Website and the Services shall be brought solely in either the applicable federal or state courts located in or with jurisdiction over Nassau County, New York; subject, however, to the right of Forspan Klear, at Forspan Klear’s sole discretion, to bring an action to seek injunctive relief to enforce this Agreement or to stop or prevent an infringement of proprietary or other third party rights (or any similar cause of action) in any applicable court in any jurisdiction where jurisdiction exists with regard to a user. You hereby consent to (and waive any challenge or objection to) personal jurisdiction and venue in the above-referenced courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from this Agreement. In no event shall any claim, action or proceeding by you related in any way to the Website and/or the Services (including your visit to or use of the Website and/or the Services) be instituted more than one (1) year after the cause of action arose. You will be liable for any attorneys’ fees and costs if we have to take any legal action to enforce this Agreement.

Arbitration

At Forspan Klear’s sole discretion, it may require you to submit any disputes arising from the use of the Website or Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New York law.

Engagement Letters – Clients of Forspan Klear

Notwithstanding anything to the contrary herein, the applicable provisions of any validly executed engagement letter between a client and Forspan Klear shall supersede the dispute provisions herein.

CORRECTIONS

Occasionally there may be information on the Website or Services that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, availability, and various other information. Forspan Klear reserves the right to correct any errors, inaccuracies or omissions and to change or update the information at any time, without prior notice.

GENERAL DISCLAIMERS

YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, FORSPAN KLEAR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FORSPAN KLEAR MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE OR SERVICES, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE OR SERVICES BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE OR SERVICES. FORSPAN KLEAR DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND FORSPAN KLEAR WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Forspan Klear reserves the right to change any and all content, software and other items used or contained in the Website and any Services offered through the Website at any time without notice.

LIMITATIONS OF LIABILITY

IN NO EVENT SHALL FORSPAN KLEAR OR ITS DIRECTORS, SHAREHOLDERS, MEMBERS, PARTNERS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR SERVICES, EVEN IF FORSPAN KLEAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR DIRECT DAMAGES ARISING FROM ITEMS OR SERVICES PURCHASED FROM OR BY FORSPAN KLEAR, WHERE IN SUCH CASE DAMAGES SHALL BE LIMITED TO THE PURCHASE PRICE AGREED BETWEEN YOU AND FORSPAN KLEAR, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, FORSPAN KLEAR’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $100.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” 

INDEMNITY

You agree to defend, indemnify and hold Forspan Klear, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of your Contributions, use of the Website or Services, and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above. Notwithstanding the foregoing, Forspan Klear reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Forspan Klear, and you agree to cooperate, at your expense, with Forspan Klear’s defense of such claims. Forspan Klear will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

SWEEPSTAKES

From time to time, Forspan Klear may conduct sweepstakes that entitle the winners to prizes. Each sweepstakes has its own terms and conditions, set forth in the official rules for that sweepstakes.

NOTICES

Except as explicitly stated otherwise, any notices given to Forspan Klear shall be given by email to the address set forth below. Any notices given to you shall be given to the email address you provided during the registration process, or such other address as each party may specify. Notice shall be deemed to be given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. We may also choose to send notices by regular mail or discussion forum postings.

U.S. EXPORT CONTROLS

Software from this Website is further subject to United States export controls. No software may be downloaded from the Website or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other Country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

USER DATA

Our Website will maintain certain data that you transfer to the Website for the purpose of the performance of the Services, as well as data relating to your use of the Website Services. Although we perform regular routine backups of data, you are primarily responsible for all data that you have transferred or that relates to any activity you have undertaken using the Services.  You agree that Forspan Klear shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against Forspan Klear arising from any such loss or corruption of such data.

ELECTRONIC CONTRACTING

Your use of the Services includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO RELATING TO THE SERVICES, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.

MISCELLANEOUS

This Agreement constitutes the entire agreement between you and Forspan Klear regarding the use of the Services. The failure of Forspan Klear to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. This Agreement and your account may not be assigned by you without our express written consent. Forspan Klear may assign any or all of its rights and obligations to others at any time. Forspan Klear shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond Forspan Klear’s reasonable control.  If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. Upon Forspan Klear’s request, you will furnish Forspan Klear any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against Forspan Klear by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.

COMPLAINTS

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact Forspan Klear as set forth below or, if any complaint with us is not satisfactorily resolved, and you are a California resident, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 “R” Street, Sacramento, California 95814 or by telephone at 1-916-445-1254. 

CONTACT US

Forspan Klear LLP

Email: Info@ForspanKlear.com
Phone: 1 (516) 765-7772

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