Terms of Use

Interpretation and Definitions

Interpretation

The bolded, capitalized words shall have the meanings defined below. The following defined terms shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of these Terms of Use:

Affiliate means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.

Company (referred to as either “the Company”, “we”, “us” or “our” in this Agreement) refers to ARRAY Alliance, Inc., 180 Glendale Blvd. Los Angeles, CA 90026.

Device means any device that can access the Website such as a computer, a cellphone or a digital tablet.

Terms and Conditions (also referred as “Terms”) mean these Terms of Use that form the entire agreement between You and the Company regarding the use of the Website.

Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available on or through the Website.

Website refers to the sites available to the public on the arraynow.com domain, accessible from https://arraynow.com.

You (and Your, as applicable) means the individual accessing or using the Website, or the company, or other legal entity on behalf of which such individual is accessing or using the Website, as applicable.

I. Acknowledgement

These are the Terms of Use governing the use of this Website and constituting a binding agreement between You and the Company. These Terms of Use set out the rights and obligations of all users regarding the use of the Website.

Your access to and use of the Website is conditioned on Your acceptance of and compliance with these Terms of Use. These Terms of Use apply to all visitors, users and others who access or use the Website.

By accessing or using the Website You agree to be bound by these Terms of Use. If You are unwilling or unable to comply with each and every part of these Terms of Use, then You may not access the Website.

Supplemental Terms of Use or documents that may be posted on the Website from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert You about any changes by updating the “Last updated” date of these Terms of Use, and You waive any right to receive specific notice of each such change. It is Your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by Your continued use of the Website after the date such revised Terms of Use are posted.

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 us 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.

You represent that You are over the age of 18. The Company does not permit those under 18 to use the Website.

II. Intellectual Property

Unless otherwise indicated, the Website is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Website (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Website “AS IS” for Your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Website and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that You are eligible to use the Website, You are granted a limited license to access and use the Website and to download or print a copy of any portion of the Content to which You have properly gained access solely for Your personal, non-commercial use. We reserve all rights not expressly granted to You in and to the Website, the Content and the Marks.

III. USER REPRESENTATIONS

By using the Website, You represent and warrant that: (1) all registration information You submit will be true, accurate, current, and complete; (2) You will maintain the accuracy of such information and promptly update such registration information as necessary; (3) You have the legal capacity and You agree to comply with these Terms of Use; (4) You are not a minor in the jurisdiction in which You reside; (5) You will not access the Website through automated or non-human means, whether through a bot, script, or otherwise; (6) You will not use the Website for any illegal or unauthorized purpose; and (7) Your use of the Website will not violate any applicable law or regulation.

If You provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate Your access to the Website and refuse any and all current or future use of the Website (or any portion thereof).

IV. PROHIBITED ACTIVITIES

You may not access or use the Website for any purpose other than that for which we make the Website available. The Website may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Website, You agree not to:

1. Systematically retrieve data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
2. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
3. Circumvent, disable, or otherwise interfere with security-related features of the Website, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Website and/or the Content contained therein.
4. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Website.
5. Use any information obtained from the Website in order to harass, abuse, or harm another person.
6. Make improper use of our support services or submit false reports of abuse or misconduct.
7. Use the Website in a manner inconsistent with any applicable laws or regulations.
8. Use the Website to advertise or offer to sell goods and services.
9. Engage in unauthorized framing of or linking to the Website.
10. Upload or transmit (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 Website.
11. Engage 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. Delete the copyright or other proprietary rights notice from any Content.
13. Attempt to impersonate another user or person or use the username of another user.
14. Upload or transmit (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” or “passive collection mechanisms” or “pcms”).
15. Interfere with, disrupt, or create an undue burden on the Website or the networks or services connected to the Website.
16. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Website to You.
17. Attempt to bypass any measures of the Website designed to prevent or restrict access to the Website, or any portion of the Website.
18. Copy or adapt the Website’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
19. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website.
20. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Website, or using or launching any unauthorized script or other software.
21. Make any unauthorized use of the Website, 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.
22. Use the Website as part of any effort to compete with us or otherwise use the Website and/or the Content for any revenue-generating endeavor or commercial enterprise.

V. SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Website (“Submissions”) provided by You to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to You. You hereby waive all moral rights to any such Submissions, and You hereby warrant that any such Submissions are original with You or that You have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in Your Submissions.

VI. WEBSITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Website for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, notice, or liability, remove from the Website or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (4) otherwise manage the Website in a manner designed to protect our rights and property and to facilitate the proper functioning of the Website.

VII. LINKS TO OTHER WEBSITES

Our Website may contain links to third-party websites or services that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, or practices of any third-party websites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or services.

We strongly advise You to read the Terms of Use of any third-party websites or services that You visit.

VIII. TERMINATION

We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms of Use. Upon termination, Your right to use the Website will cease immediately.

IX. LIMITATION OF LIABILITY

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of these Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Website or 100 USD if You haven’t purchased anything through the Website.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Website, third-party software and/or third-party hardware used with the Website, or otherwise in connection with any provision of these Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party’s liability will be limited to the greatest extent permitted by law.

X. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, 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: (1) use of the Website; (2) breach of these Terms of Use; (3) breach of Your representations and warranties set forth in these Terms of Use; (4) violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Website with whom You connected via the Website. Notwithstanding the foregoing, we reserve the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify us, and You agree to cooperate, at Your expense, with our defense of such claims. We 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.

XI. ELECTRONIC COMMUNICATIONS, TRANSACTIONS AND SIGNATURES

Visiting the Website, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and You agree that all agreements, notices, disclosures, and other communications we provide to You electronically, via email and on the Website, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

XII. “AS IS” AND “AS AVAILABLE” DISCLAIMER

The Website is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Website, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Website will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the Company’s agents or affiliates makes any representation or warranty of any kind, express or implied: (1) as to the operation or availability of the Website, or the information, content, and materials or products included thereon; (2) that the Website will be uninterrupted or error-free; (3) as to the accuracy, reliability, or currency of any information or content provided through the Website; or (iv) that the Website, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. In such a case, the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

XIII. GOVERNING LAW

The laws of the State of California, excluding its conflicts of law rules, shall govern these Terms and Your use of the Website. Your use of the Website may also be subject to other local, state, national, or international laws.

XIV. DISPUTE RESOLUTION

BINDING ARBITRATION

This section limits certain rights – including the right to maintain a court action, the right to a jury trial, the right to participate in any form of class or representative claim, the right to statutorily imposed limitations periods, the right to engage in certain discovery, the right to certain remedies and forms of relief, and the right to court review of any award – that may not be available in arbitration.

If the parties are unable to resolve a dispute through informal negotiations, the dispute (except those disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website: www.adr.org. Your arbitration fees and Your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined to by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, online, or by a combination of the foregoing. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Los Angeles, California. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a dispute proceeds in court rather than arbitration, the dispute shall be commenced or prosecuted in the state and federal courts located in Los Angeles, California, and the parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.

In no event shall any dispute brought by either party related in any way to the Website be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither party will elect to arbitrate any dispute falling within that portion of this provision found to be illegal or unenforceable and such dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the parties agree to submit to the personal jurisdiction of that court.

RESTRICTIONS – CLASS ACTION WAIVER

The parties agree that any arbitration shall be limited to the dispute between the parties individually. To the full extent permitted by law, You and we agree that ANY CLAIM RESOUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, AND ANY OTHER CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE ACTIONS ARE NOT PERMITTED AND YOU AGREE TO GIVE UP THE ABILITY TO PARTICIPATE IN ANY SUCH ACTION. To the fullest extent permitted by applicable law, You agree that You will not be a member of any putative or actual class in a class action brought by anyone else, nor will You seek to become a class representative. Unless we both agree in writing, the arbitrator may not consolidate other persons’ claims with Yours or ours, and may not otherwise preside over any form of a representative, multi-claimant or class arbitration proceeding.

EXCEPTIONS TO ARBITRATION

The parties agree that the following disputes are not subject to the above provisions concerning binding arbitration: (a) any disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a party; (b) any dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither party will elect to arbitrate any dispute falling within that portion of this provision found to be illegal or unenforceable and such dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the parties agree to submit to the personal jurisdiction of that court.

XV. UNITED STATES LEGAL COMPLIANCE

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

XVI. SEVERABILITY AND WAIVER

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.

XVII. TRANSLATION INTERPRETATION

These Terms of Use may have been translated if we have made them available to You on our Website. You agree that the original English text shall prevail in the case of a dispute.

XVIII. CHANGES TO THESE TERMS AND CONDITIONS

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use the Website after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, You may not continue to access or use the Website.

XIX. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, You can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

XX. CONTACT US

If You have any questions about these Terms of Use, You can contact us by email at [email protected].