Terms of Service

Alumni Spaces presents its terms of service in two versions we like to call the “lawyerly” version and the “human” version so that you can actually understand what the terms mean without having gone to law school. Please note that in the event any legal action ever took place between Alumni Spaces and anyone in the world, these ‘human version’ explanations are for your benefit but not part of the actual agreement.

I

Introduction and Overview

This Universal Terms of Service Agreement (this “Agreement”) is entered into by and between Alumni Spaces, Inc., a Delaware business entity (“Alumni Spaces”) and you, and is made effective as of the date of your use of this website (“Site”) or the date of electronic acceptance.  This Agreement sets forth the general terms and conditions of your use of the Site and the products, services, and publishing services purchased or accessed through this Site (individually and collectively, the “Services”), and is in addition to (not in lieu of) any specific terms and conditions that apply to the particular Services.

Whether you are simply browsing or using this Site or purchase Services, your use of this Site and your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with the following policies and agreements, which are incorporated herein by reference:

The terms “we”, “us” or “our” shall refer to Alumni Spaces.  The terms “you”, “your”, “User”, “customer” or “Subscriber” shall refer to any individual or entity who accepts this Agreement, has access to your account or uses the Services.  Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

Alumni Spaces may, in its sole and absolute discretion, change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. You acknowledge and agree that (i) Alumni Spaces may notify you of such changes or modifications by posting them to this Site or by e-mailing you at your contact e-mail address when you purchase Services, and (ii) your use of this Site or the Services found at this Site after such changes or modifications have been made (as indicated by the “Last Revised” date at the top of this page) shall constitute your acceptance of these Terms and Conditions as last revised.  If you do not agree to be bound by this agreement as last revised, do not use (or continue to use) this site or the services. It is therefore very important that you keep your account (“Account”) information current.  Alumni Spaces assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address.

No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind Alumni Spaces in any respect.

II

Eligibility; Authority

This Site and the Services found at this Site are available only to Users who can form legally binding contracts under applicable law.  By using this Site or the Services found at this Site, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, and (iii) are not a person barred from purchasing or receiving the Services found at this Site under the laws of the United States or other applicable jurisdiction.

If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms “you”, “your”, “User”, “Subscriber” or “customer” shall refer to such corporate entity.  If, after your electronic acceptance of this Agreement, Alumni Spaces finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. Alumni Spaces shall not be liable for any loss or damage resulting from Alumni Spaces reliance on any instruction, notice, document or communication reasonably believed by Alumni Spaces to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Alumni Spaces reserves the right (but undertakes no duty) to require additional authentication from you.

III

Accounts; Registration

As part of the registration process, you will be required to provide certain information, including without limitation contact information, organization name, and credit card information. You represent and warrant to Alumni Spaces that all information you submit when you create your Account is accurate, current and complete, and that you will keep your Account information accurate, current and complete.  If Alumni Spaces has reason to believe that your Account information is untrue, inaccurate, out-of-date or incomplete, Alumni Spaces reserves the right, in its sole and absolute discretion, to suspend or terminate your Account.

Alumni Spaces reserves the right to reject any Services application for any reason, even if Customer has already purchased other Services from Alumni Spaces. You agree that Alumni Spaces shall not be liable for any loss or damage that may result from such rejection. Alumni Spaces reserves the right to change fees, surcharges, renewal fees or to institute new fees at any time, for any reason, at its sole discretion. Customer’s requested Services will not commence until Alumni Spaces receives actual payment of the initial fee.

You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information secure, including without limitation your customer number/login, password and payment method(s).  For security purposes, Alumni Spaces recommends that you change your password at least once every six (6) months for each Account you have with Alumni Spaces.  You are required to keep your username, password and other sensitive information confidential.  You must notify Alumni Spaces immediately of any breach of security or unauthorized use of your Account. Alumni Spaces will not be liable for any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss Alumni Spaces or others incur caused by your Account, if caused by you or by an authorized person.

You agree that your willful provision of inaccurate or unreliable information, willful failure promptly to update information provided to Alumni Spaces or failure to respond for more than fifteen (15) calendar days to inquiries concerning the accuracy of contact details associated with any services shall constitute a material breach justifying suspension or termination of such services.

IV

Availability of Website/Services

Subject to the terms and conditions of this Agreement, we shall use commercially reasonable efforts to attempt to provide this Site and the Services available at this Site on a twenty-four (24) hours a day, seven (7) days a week basis throughout the term of this Agreement. You acknowledge and agree that from time to time this Site may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that we have no control over the availability of this Site or the Service available at this Site on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.

V

Use of Alumni Spaces Content

Except for User Content, the content on this Site and the Services found at this Site, including without limitation the text, software, scripts, source code, API, graphics, photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained therein (“Alumni Spaces Content”), are owned by or licensed to Alumni Spaces in perpetuity, and are subject to copyright, trademark, and/or patent protection in the United States and foreign countries, and other intellectual property rights under United States and foreign laws. Alumni Spaces Content is provided to you “as is”, “as available” and “with all faults” for your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of Alumni Spaces. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement. Alumni Spaces reserves all rights not expressly granted in and to the Alumni Spaces Content, this Site and the Services found at this Site, and this Agreement do not transfer ownership of any of these rights.

VI

User Content

User shall own all Content that User contributes to the Site, but hereby grants and agrees to grant Alumni Spaces a non-exclusive, worldwide, royalty-free, transferable right and license (with the right to sublicense), to use, copy, cache, publish, display, distribute, modify, create derivative works and store such User Content and to allow others to do so (“Content License”) in order to provide the Services. On termination of User’s membership to the Site and use of the Services, Alumni Spaces shall make all reasonable efforts to promptly remove from the Site and cease use of the User Content; however, User recognizes and agrees that caching of or references to the User Content may not be immediately removed. User warrants, represents and agrees that User has the right to grant Alumni Spaces and the Site the rights set forth above. User represents, warrants and agrees that it will not contribute any User Content that is against the terms of this Agreement.  Alumni Spaces reserves the right to remove any User Content from the Site, suspend or terminate User’s right to use the Services at any time, or pursue any other remedy or relief available to Alumni Spaces and/or the Site under equity or law, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content or if Alumni Spaces is concerned that User may have breached the immediately preceding sentence)

VII

Events

The Site offers a platform for users to organize and attend face-to-face meetings at restaurants, bars and other venues all over the world (“Events”). However, Alumni Spaces does not sponsor, oversee or in anyway control Events. You understand and agree that you organize and participate in Events at your own risk and Alumni Spaces does not bear any responsibility or liability for the actions of any Alumni Spaces users or any third-parties who organize, attend or are otherwise involved in any Events.

VIII

General Rules of Conduct; Use of User Content

You acknowledge and agree that:

    1. Your use of this Site and the Services found at this Site, including any content you submit, will comply with this Agreement and all applicable local, state, national and international laws, rules and regulations.
    2. You will not collect or harvest (or permit anyone else to collect or harvest) any User Content or any non-public or personally identifiable information about another User or any other person or entity without their express prior written consent.
    3. You will not use this Site or the Services found at this Site in a manner (as determined by Alumni Spaces in its sole and absolute discretion) that:
        1. Is illegal, or promotes or encourages illegal activity;
        2. Promotes, encourages or engages in any spam or other unsolicited bulk email, or computer network hacking or cracking;
        3. Infringes on the intellectual property rights of another User or any other person or entity;
        4. Violates the privacy or publicity rights of another User or any other person or entity or breaches any duty of confidentiality that you owe to another User or any other person or entity;
        5. Interferes with the operation of this Site or the Services found at this Site;
        6. Contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or
        7. Contains false or deceptive language, or unsubstantiated or comparative claims, regarding Alumni Spaces or Alumni Spaces Services.
      1. You will not copy or distribute in any medium any part of this Site or the Services found at this Site, except where expressly authorized by Alumni Spaces.
      2. You agree to back-up all of your User Content so that you can access and use it when needed. Alumni Spaces does not warrant that it backs-up any Account or User Content, and you agree to accept as a risk the loss of any and all of your User Content.
      3. You will not re-sell or provide the Services for a commercial purpose, including any of Alumni Spaces related technologies, without Alumni Spaces express prior written consent.
      4. Alumni Spaces reserves the right to modify, change, or discontinue any aspect of this Site or the Services found at this Site, including without limitation prices and fees for the same, at any time.

Use of User Content– Some of the features of this Site or the Services found at this Site may allow Users to view, post, publish, share, store, or manage (a) ideas, opinions, recommendations, or advice (“User Submissions”), or (b) literary, artistic, musical, or other content, including but not limited to photos and videos (together with User Submissions, “User Content”).  By posting or publishing User Content to this Site or to the Services found at this Site, you represent and warrant to Alumni Spaces that (i) you have all necessary rights to distribute User Content via this Site or via the Services found at this Site, either because you are the author of the User Content and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the User Content, and (ii) you do not violate the rights of any third party.

IX

Monitoring of Content; Account Termination Policy

Alumni Spaces generally does not pre-screen User Content (whether posted to a website hosted by Alumni Spaces or posted to this Site).  However, Alumni Spaces reserves the right (but undertakes no duty) to do so and decide whether any item of User Content is appropriate and/or complies with this Agreement. Alumni Spaces may remove any item of User Content (whether posted to a website hosted by Alumni Spaces or posted to this Site) and/or terminate a User’s access to this Site or the Services found at this Site for posting or publishing any material in violation of this Agreement, or for otherwise violating this Agreement (as determined by Alumni Spaces in its sole and absolute discretion), at any time and without prior notice. Alumni Spaces may also terminate a User’s access to this Site or the Services found at this Site if Alumni Spaces has reason to believe the User is a repeat offender.  If Alumni Spaces terminates your access to this Site or the Services found at this Site, Alumni Spaces may, in its sole and absolute discretion, remove and destroy any data and files stored by you on its servers.

X

Links to Third-Party Websites

This Site and the Services found at this Site may contain links to third-party websites that are not owned or controlled by Alumni Spaces. Alumni Spaces assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. In addition, Alumni Spaces does not censor or edit the content of any third-party websites. By using this Site or the Services found at this Site, you expressly release Alumni Spaces from any and all liability arising from your use of any third-party website. Accordingly, Alumni Spaces encourages you to be aware when you leave this Site or the Services found at this Site and to review the terms and conditions, privacy policies, and other governing documents of each other website that you may visit.

XI

Privacy

As a condition of purchasing and using the Services, You acknowledge and agree that Alumni Spaces may provide Your personal information to our partners including but not limited to partners providing customer service, technical and/or billing support, as required to provide the plans for which You are purchasing. Our partners shall be prohibited from using your personal data for any purpose other than providing the Services. We shall use your data only to provide the Services and/or to offers for additional services to you. We will not sell or otherwise transfer your data to an un-affiliated company without your consent. Alumni Spaces reserves the right at all times to disclose any information as Alumni Spaces deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Alumni Spaces‘s sole discretion.

XII

Disclaimer of Representations and Warranties

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE AND THE SERVICES FOUND AT THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE AND THE SERVICES FOUND AT THIS SITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. ALUMNI SPACES, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ALUMNI SPACES, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND ALUMNI SPACES ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.

IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY ALUMNI SPACES, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES) WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE.

THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.

XIII

Limitation on Liability

IN NO EVENT SHALL ALUMNI SPACES, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (VII) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (VIII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IX) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, AND/OR (X) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT ALUMNI SPACES IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS SITE OR THE SERVICES FOUND AT THIS SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL ALUMNI SPACES’S TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE PARTICULAR SERVICES THAT ARE THE SUBJECT OF THE CAUSE OF ACTION.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.

XIV

Indemnification

You agree to indemnify, defend and hold harmless Alumni Spaces, its affiliates and their respective directors, officers, employees and agents (collectively, the “Alumni Spaces Group”) from any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and all related costs and expenses (including, without limitation, all reasonable legal fees and reasonable costs of investigation, litigation, settlement and judgment) (collectively, “Damages”) threatened, asserted, or filed by a third party against any of the Alumni Spaces Group, or arising out of or relating to (a) the loss or damage to real or personal property, in each case, resulting from the willful misconduct or negligent acts or omissions by you, (b) the use of the Site and/or the Services by you, including, without limitation, any violation of this Agreement, (c) any third party’s rights including the intellectual property or other proprietary right of any person or entity, (d) any failure to properly license any software you choose to install, without limitation, (e) any information or data supplied by you to Alumni Spaces, and (f) all other acts or omissions by you. You shall have sole responsibility to defend the Alumni Spaces Group against any claim, but you must receive our prior written consent regarding any related settlement. The indemnification obligations under this section shall survive any termination or expiration of these Terms and Conditions or your use of the Site or the Services.

XV

Fees and Payments

You agree to pay any and all prices and fees due for Services purchased or obtained at this Site at the time you order the Services. Any failure to follow all required  procedures shall be at Customer’s sole risk. Fees are based on Services purchased. All fees are expressed in U.S. Dollars.  ALL PRICES AND FEES ARE NON-REFUNDABLE UNLESS OTHERWISE EXPRESSLY NOTED, EVEN IF YOUR SERVICES ARE SUSPENDED, TERMINATED, OR TRANSFERRED PRIOR TO THE END OF THE SERVICES TERM.  Alumni Spaces expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online at this Site and effective immediately without need for further notice to you.  If you have purchased or obtained Services for a period of months or years, changes or modifications in prices and fees shall be effective when the Services in question come up for renewal.

Upon the expiration of User’s initial service term, User’s service shall automatically renew for the same period of time and User’s payment method shall be charged for the renewal term on the renewal date.  If User paid by check, User will be sent an invoice thirty (30) days before service ends.  If User does not pay in full by fifteen (15) days after the renewal term, the Service will be suspended until payment is received in full.  You acknowledge and agree that in the event You do not desire to automatically renew Your Services for the same period of time, it is Your responsibility and obligation to contact Alumni Spaces at [email protected].

If for any reason Alumni Spaces is unable to charge your payment method for the full amount owed for the Services provided, or if Alumni Spaces receives notification of a chargeback, reversal, payment dispute, overdraft fee, bounced check, or is charged a penalty for any fee it previously charged to your payment method, you agree that Alumni Spaces may pursue all available lawful remedies in order to obtain payment, including but not limited to, immediate cancellation, without notice to you, of any Services registered or renewed on your behalf.  Alumni Spaces also reserves the right to charge you reasonable “administrative fees” or “processing fees” for (i) tasks Alumni Spaces may perform outside the normal scope of its Services, (ii) additional time and/or costs Alumni Spaces may incur in providing its Services, and/or (iii) your noncompliance with this Agreement (as determined by Alumni Spaces in its sole and absolute discretion).  Typical administrative or processing fee scenarios include, but are not limited to (i) customer service issues that require additional personal time or attention; (ii) disputes that require accounting or legal services, whether performed by Alumni Spaces staff or by outside firms retained by Alumni Spaces; (iii) recouping any and all costs and fees, including the cost of Services, incurred by Alumni Spaces as the results of chargebacks or other payment disputes brought by you, your bank or payment method processor. These administrative fees or processing fees will be billed to the payment method you have on file with Alumni Spaces.

XVI

Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of Customer, Alumni Spaces and Alumni Spaces’s successors and assigns. Customer may not assign this Agreement without the prior written consent of Alumni Spaces, which consent will not be unreasonably withheld or delayed.

XVII

No Third-Party Beneficiaries

Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

XVIII

U.S. Export Laws

The Site and the Services are subject to the export laws, restrictions, regulations and administrative acts of the United States Department of Commerce, Department of Treasury Office of Foreign Assets Control (“OFAC”), State Department, and other United States authorities (collectively, “U.S. Export Laws”).

You shall not export or re-export, or allow the export or re-export of, the Services in violation of any U.S. Export Laws. None of the Services may be downloaded, re-sold, or otherwise exported or re-exported (i) into (or to a national or resident of) any country with which the United States has embargoed trade; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Persons List, or any other denied parties lists under U.S. Export Laws. By using the Site and/or the Services, you agree to the foregoing and represent and warrant that you are not a national or resident of, located in, or under the control of, any restricted country; and you are not on any denied parties list; and you agree to comply with all U.S. Export Laws (including “anti-boycott”, “deemed export” and “deemed re-export” regulations). If you access the Site or the Services from other countries or jurisdictions, you do so on your own initiative and you are responsible for compliance with the local laws of that jurisdiction, if and to the extent those local laws are applicable and do not conflict with U.S. Export Laws. If such laws conflict with U.S. Export Laws, you shall not access the Site or the Services. The obligations under this section shall survive any termination or expiration of these Terms and Conditions or your use of the Site or the Services.

XIX

Compliance with Local Laws

Alumni Spaces makes no representation or warranty that the content available on this Site or the Services found at this Site are appropriate in every country or jurisdiction, and access to this Site or the Services found at this Site from countries or jurisdictions where its content is illegal is prohibited.  Users who choose to access this Site or the Services found at this Site are responsible for compliance with all local laws, rules and regulations.

XX

Governing Law; Jurisdiction; Venue; Waiver of Trial by Jury

This Agreement shall be governed by and construed in accordance with the federal law of the United States and the state law of Delaware, whichever is applicable, without regard to conflict of laws principles.  You agree that any action relating to or arising out of this Agreement shall be brought in the state or federal courts of New York County, New York, and you hereby consent to (and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to) jurisdiction and venue in the state and federal courts of New York County, New York.  You agree to waive the right to trial by jury in any action or proceeding that takes place relating to or arising out of this Agreement.

XXI

Titles and Headings; Independent Covenants; Severability

The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein.  Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement.  If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.

XXII

Infringement Policy Statement

Alumni Spaces reserves the right to suspend Your account, modify Your Account and/or take any other actions allowed under law as a response to a good faith claim of trademark or copyright infringement.

To notify Alumni Spaces of an alleged copyright or trademark infringement, please follow the specific instructions below.

If you are responding to a complaint of infringement, please follow our Counter Notification procedures below.

Trademark Claims
If any trademark owner or agent thereof would like to submit a claim of trademark infringement for violation of a mark, Alumni Spaces requests that the trademark owner or their agent provide follow the procedures outlined below:

To be considered effective, a notification of a claimed trademark violation must be provided via email to Alumni Spaces at [email protected] with the words “TRADEMARK CLAIM” in the subject line, and must include the following information:

      1. Sufficient evidence that the party posting the trademark that is claimed to be infringing is a customer of Alumni Spaces.
      2. The trademark, service mark, or other item (the “Mark”) claimed to be infringed.
      3. The name, post office address and telephone number of the owner of the Mark.The goods and/or services covered by or offered under the Mark.
      4. The date of first use of the Mark identified.
      5. The date of first use in interstate commerce of the Mark.
      6. The trademark, service mark, or other item (the “Infringing Mark”) you believe is an infringement of your Mark.
      7. The goods and/ or services covered by or offered under the Infringing Mark.
      8. The precise location of the Infringing Mark.
      9. A good faith certification, signed under penalty of perjury, stating:
        1. The Infringing Mark infringes the rights of another party,
        2. The name of the owner of the Mark
        3. The Mark being infringed, and
        4. That the use of the Mark at issue is not defensible.

Alumni Spaces will investigate all claims of trademark infringement and take whatever actions Alumni Spaces deems appropriate, at our sole discretion, based upon the merits of each claim.

Copyright Claims
If any copyright owner or agent thereof would like to submit a claim of copyright infringement, Alumni Spaces requests that the copyright owner or their agent provide follow the procedures outlined below:

To be considered effective, a notification of a claimed copyright infringement must be provided via email to Alumni Spaces at [email protected]  with the words “COPYRIGHT CLAIM” in the subject line, and must include the following information:

      1. An electronic signature of the copyright owner, agent authorized to act on behalf of the owner, of an exclusive copyright that has allegedly been infringed.
      2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works on that site.
      3. Identification of the material that is claimed to be infringing and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Alumni Spaces to locate the material.
      4. Information reasonably sufficient to permit Alumni Spaces to contact the copyright owner or their agent including name, address, phone number and an electronic mail address.
      5. A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
      6. A statement that the information in the notification is accurate, and under penalty of perjury, that the you are the copyright owner, or their agent authorized to issue claims of infringement, of an exclusive right that is allegedly infringed.

Alumni Spaces will investigate all claims of copyright infringement and take whatever actions Alumni Spaces deems appropriate, at our sole discretion, based upon the merits of each claim, including immediate removal or suspension of access to material that is the subject of a valid claim of infringement.

Counter Notification

If you have received a notice of copyright or trademark infringement, you may provide Counter Notification by emailing [email protected] and including the following:

      1. Your electronic signature.
      2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
      3. A statement under penalty of perjury that the You have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
      4. Your name, address, and telephone number, and a statement that You consent to the jurisdiction of the Federal District Court for the Southern District of New York, or if the your address is outside of the United States, for any judicial district in which the Complaining Party may be found and you will accept service of process from the Complaining Party or an agent of such Party.

Alumni Spaces will investigate all counter claims of infringement and take whatever actions Alumni Spaces deems appropriate, at our sole discretion, based upon the merits of each claim, including restoring access to materials previously removed or to which access was suspended based upon a good faith claim of infringement.

XXIII

Contact Information