Terms of Use

Effective Date: 07/01/2025

  1. INTRODUCTION

Please read these Terms of Use (“Terms”) carefully, as they govern your use of (a) the websites, mobile applications, and other online platforms operated by Technomics, Inc. (“Technomics,” “we,” “us” or “our”) where the Terms are posted (collectively, the “Platforms”) and (b) any services, features, and functionalities available on the Platforms (the “Features” and, together with the Platforms, the “Sites”).

Please read these Terms carefully to ensure that you understand each provision. Among other provisions that affect your legal rights, these Terms include an arbitration requirement and class action waiver set forth in Section 17, which, subject to some limited exceptions, requires you and Technomics to arbitrate any Disputes (defined below) on an individual basis. Arbitration on an individual basis means that neither party will have the right for a judge or jury to decide its claims or to proceed in a class, consolidated, or representative capacity.

These Terms represent a binding contract between Technomics and you. By (a) affirmatively accepting these Terms through any mechanism made available on the Sites (such as clicking an “I Agree” button or checkbox) or (b) otherwise accessing or using the Sites for any purpose other than solely reviewing these Terms, you expressly represent that you (i) have reached the age of majority in your jurisdiction of residence and (ii) agree to be bound by these Terms. If you have not reached the age of majority, if you do not agree to these Terms, or if these Terms are not enforceable where you are located, you must discontinue use of the Sites. We would not provide the Sites without the conditions in these Terms. If you later seek to repudiate these Terms or any aspect thereof, you agree that such action would constitute a breach of these Terms, prohibiting you from enforcing any aspect of the Terms and entitling us to damages resulting from your breach.

If you are an individual using the Sites on behalf of, or for the benefit of, any corporation, partnership, or other entity with which you are associated (an “Organization”), then you are agreeing to these Terms on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to these Terms. In that case, references to “you” and “your” in these Terms will refer to both you, the individual using the Sites, and to your Organization.

  1. ADDITIONAL TERMS

Certain Platforms or Features may be subject to different or additional terms, rules, guidelines, or policies (“Additional Terms”), and we may provide such Additional Terms to you via postings, pop-up notices, links, or other reasonable means. All Additional Terms are hereby incorporated by reference into these Terms. As such, any reference to the “Terms” herein includes the Additional Terms. From time to time, Additional Terms may conflict with the terms herein. In the event of such a conflict, the Additional Terms will control.

  1. INFORMATIONAL PURPOSES ONLY

The Sites are provided for general informational purposes only. The Sites are not intended to provide tax, legal, accounting, financial, or any other type of professional advice. The information on the Sites is general in nature and does not take into account your specific circumstances. Please seek the advice of professionals, as appropriate, regarding the evaluation of any information on the Sites.

  1. ACCOUNT CREATION AND PASSWORDS

To use certain Platforms or Features, you may be required to create an account (an “Account”). You agree to provide truthful and accurate information during the Account creation process. You also agree to maintain the accuracy of any submitted data. If you provide any information that is untrue, inaccurate, or incomplete, or otherwise act in a false or misleading manner during the Account creation process, we reserve the right to suspend or terminate your Account and/or your use of the Sites.

You are responsible for preserving the confidentiality of your Account password and agree to notify us of any known or suspected unauthorized use of your Account. You agree that you are responsible for the acts and omissions of any individual that uses the Sites while logged into your Account.

  1. OWNERSHIP OF THE SITES

The contents of the Sites, including all information, text, graphics, Trademarks (defined below), icons, images, audio and video content, data compilations found thereon, and the design, selection, and arrangement thereof (collectively, the “Technomics Content”), are the exclusive property of Technomics or our licensors and may not be used or exploited in any way without prior written consent. For clarification, because the Technomics Content is an aspect of the Sites, any reference to “Sites” in these Terms includes the Technomics Content.

We are providing you with access to the Sites pursuant to a limited, non-exclusive, non-sublicensable, non-transferable, revocable license (the “License”). The License is available to you unless and until you or we terminate these Terms, we otherwise suspend or terminate your access to the Sites, or you are barred from using the Sites by applicable law. Technomics reserves all right, title, and interest not expressly granted under the License to the fullest extent possible under applicable law.

Under the License, you are permitted to use the Sites solely for non-commercial purposes and only in the following ways: (a) you may access and browse the Sites, and use the Features made available to you, using a device that you own or are authorized to use (a “Device”); (b) you may download the Technomics Content from the Sites and print out a hard copy, provided that you do not modify it in any way and do not remove or alter any copyright or other notice contained thereon; (c) you may install a copy of any mobile applications that we make available from time to time (collectively, the “Apps”) on a Device; and (iv) your Device may temporarily store copies of the Technomics Content incidental to your use of the Sites.

Except as expressly provided in the preceding paragraph, you may not modify, copy, distribute, display, reproduce, sell, license, create derivative works from, use, or exploit the Technomics Content in any manner without the prior written authorization of Technomics or, if applicable, the relevant licensor. Any unauthorized use of the Technomics Content may violate copyright laws, trademark laws, and other applicable laws. You agree to comply with reasonable written requests from us to help us protect our proprietary and intellectual property rights.

The Technomics Content includes the trademarks, service marks, logos, slogans, trade names, and trade dress used on the Sites (the “Trademarks”). The absence of a trademark notice or symbol indicating the registration or ownership of the Trademark does not constitute a waiver of Technomics’ or its licensors’ trademark or other rights. These Terms do not grant you any rights to use the Trademarks. Under no circumstances are you permitted to use the Trademarks in a manner that creates a likelihood of consumer confusion.

Finally, the Sites are intended for users genuinely interested in our company and its procedures, and services. Under no circumstances may the Sites be used for the purpose of, or with the intention of, initiating litigation or arbitration, including using the Sites in order to trigger or induce an alleged violation of any law (“Litigation Purposes”). Use of the Sites for Litigation Purposes is strictly prohibited, exceeds the parameters of the License, and, as such, constitutes a breach by you of these Terms. In such circumstances, Technomics may elect to terminate these Terms, without prejudice to our ability to seek damages, including attorneys’ fees, resulting from your breach.

  1. USER CONTENT & LICENSE GRANT TO TECHNOMICS

The Sites may permit users to submit, post, link, send, share, or make available (“share”) information and content (“User Content”). User Content has not necessarily been reviewed or approved by Technomics, and we, therefore, make no representations or warranties as to the accuracy, reliability, completeness, timeliness, or any other aspect of any User Content. Any views or opinions expressed in User Content belong to the users who shared the content and not to Technomics. Your reliance on any User Content is done entirely at your own risk. YOU UNDERSTAND AND AGREE THAT WE ARE NOT RESPONSIBLE FOR, AND SHALL HAVE NO LIABILITY RELATED TO, ANY USER CONTENT, INCLUDING YOUR RELIANCE ON SUCH CONTENT.

You will retain ownership of any intellectual property rights that you own in your User Content. Importantly, though, when you share User Content you automatically grant to Technomics a royalty-free, fully paid-up, perpetual, irrevocable, worldwide, unlimited, sublicensable, nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, display, and otherwise use and exploit your User Content for any purpose (commercial or otherwise) and in any media, medium, form, format, and forum now known or hereafter developed (the “User Content License”).We may sublicense the rights granted under the User Content License through multiple tiers of sublicenses. By sharing User Content, you represent and warrant that you possess all rights and permissions necessary to grant the User Content License to Technomics.

If you provide ideas, suggestions, or other feedback in connection with your use of the Sites (“Feedback”), such Feedback is not confidential and may be used by Technomics without restriction and without payment to you. Feedback is considered a type of User Content under these Terms and, as such, is licensed to us pursuant to the User Content License.

Notwithstanding anything to the contrary in this Section 6, the User Content License does not apply to personal information included in User Content that is not intended for public display, including submissions made in connection with account creation and applications for employment (“Private Submissions”). Personal information included in Private Submissions shall be treated in accordance with our Privacy Policy.

For avoidance of doubt, all User Content on the Sites is considered Technomics Content. As such, aside from the limited right to access and use the Sites and the Technomics Content granted in the License, you may not use or exploit User Content shared by another party in any way without the prior written permission of the owner of such content.

  1. VIDEO CONTENT

The Sites may contain video content, audiovisual content, or content of a like nature (collectively, “Video Content”). Video Content is provided for the purpose of enhancing the user experience on the Sites and is, therefore, provided in connection with Technomics’ business activities related to analytics-based consulting, Technomics is not in the business of renting, selling, or delivering Video Content in a commercial manner. You agree that Technomics is not a “video tape service provider,” as defined in the Video Privacy Protection Act (“VPPA”), 18 U.S.C.A. § 2710 or similar state laws.

Further, the Sites may include online technologies and code-based tools, including cookies, pixels, web beacons, and software development kits, that track information about your activity on the Sites (collectively, “Cookies”). Cookies may result in information about your activity on the Sites being transmitted from your browser to Technomics and to third parties, which, in turn, may result in the display of targeted advertisements on third-party websites, services, or platforms (“External Sites”). Whether Cookies on the Sites result in your browser’s transmission of information to third parties depends on a number of factors that may be outside of Technomics’ knowledge or control, including what External Sites you use, what information you have provided to External Sites, and whether (and the extent to which) you have limited the use of Cookies by External Sites.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT, IF COOKIES ON THE SITES RESULT IN YOUR BROWSER’S TRANSMISSION OF INFORMATION TO EXTERNAL SITES, (A) SUCH TRANSMISSIONS DO NOT CONSTITUTE A “KNOWING DISCLOSURE” OF “PERSONALLY IDENTIFIABLE INFORMATION” BY TECHNOMICS UNDER THE VPPA AND (B) YOU WILL NOT INITIATE ANY LITIGATION OR OTHERWISE ASSERT ANY CLAIM AGAINST TECHNOMICS BASED, IN WHOLE OR IN PART, ON SUCH TRANSMISSIONS, WHETHER UNDER THE VPPA, THE CALIFORNIA INVASION OF PRIVACY ACT (CAL. PENAL CODE § 630 ET SEQ.), OR ANY OTHER STATUTE, REGULATION, OR CAUSE OF ACTION.

  1. ERRORS

The Sites may contain errors, inaccuracies, or omissions (“Errors”) and such Errors may relate to product or service information, including descriptions, pricing, promotions, offers, and availability. Certain products or services advertised on the Sites may have limited quantities, may not always be available, and/or may be available only in certain geographic areas. We reserve the right to correct any Errors and to otherwise change or update the information on the Sites at any time and without prior notice.

  1. USER CONDUCT

You agree not to share any User Content or otherwise use the Sites in any manner that:

• Is designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment (including by means of software viruses or any other computer code, files, or programs);
• Interferes with or disrupts the proper functioning of the Sites;
• Infringes any copyright, trademark, trade secret, patent, or other right of any party, including the publicity and privacy rights of any person (living or deceased);
• Consists of any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;
• Causes Technomics to lose (in whole or in part) the services of our Internet service providers or other suppliers;
• Links to materials or other content, directly or indirectly, to which you do not have a right to link;
• Is false, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, defamatory, hateful, or discriminatory on the basis of race, religion, ethnicity, nationality, sex, sexuality, gender, age, or disability;
• Is designed to gain access to Services that you are not authorized by Technomics to access;
• Copies, modifies, creates a derivative work of, reverse engineers, decompiles or otherwise attempts to extract the source code of the software underlying the Sites or any portion thereof;
• Violates, or encourages anyone to violate, these Terms or any applicable law, regulation, or order.

Technomics has the right, but not the obligation, to monitor the Sites for the purpose or determining and enforcing compliance with these Terms. Further, Technomics shall be free to delete, remove, modify, or refuse to post any User Content if we determine that the content violates these Terms.

You agree that Technomics has the right to (a) disclose your identity or other relevant information about you to any third party who claims that User Content shared by you violates their rights; (b) take legal action, including referral to law enforcement, with respect to any suspected illegal or unauthorized use of the Sites; and (c) cooperate with any law enforcement authorities or court order requesting or directing us to disclose your identify or any information concerning your use of the Sites. YOU HEREBY WAIVE ANY CLAIMS RELATED TO OR RESULTING FROM ANY ACTION OR INACTION OF TECHNOMICS WITH RESPECT TO (I) MONITORING THE SITES; (II) DELETING, REMOVING, MODIFYING, OR REFUSING TO POST ANY USER CONTENT; (III) DETERMINING OR ENFORCING COMPLIANCE WITH THESE TERMS; AND (IV) COOPERATING WITH LAW ENFORCEMENT OR A COURT ORDER CONCERNING ANY MATTER RELATED TO THE SITES.

Notwithstanding the use restrictions in this Section 9, nothing in these Terms shall prohibit or restrict your ability to (x) make any “statement” protected by Cal. Civ. Code § 1670.8; (y) engage in a “covered communication” as defined by the Consumer Review Fairness Act, 15 U.S.C.A. § 45b; or (z) express or publish any review, performance assessment, or similar analysis (collectively, “Reviews”) about Technomics, its employees or agents, or its products or services, to the extent that such Reviews are protected under applicable law.

  1. LINKS TO THE SITES

You are permitted to establish a hyperlink to the Sites, provided that (a) you do so in a manner that is legal and does not state or imply any endorsement of or affiliation with the originating website, application, or service (the “Originating Site”) by Technomics; (b) the Originating Site contains no content that you would be prohibited from sharing on the Sites pursuant to these Terms or any applicable law; (c) the Originating Site is owned by you or you have express written consent from the owner to establish the link; and (d) you do not establish a deep-link or otherwise link to any page other than the homepage of the Sites. You agree to cooperate with us as requested to remove any links that we determine violate these Terms. We reserve the right to withdraw linking permission at any time and without notice.

  1. LINKS TO EXTERNAL SITES

The Sites may contain links or otherwise facilitate access to External Sites. We are not responsible for the availability of External Sites, nor do we endorse the content, goods, or services provided by or on External Sites. Any terms and conditions and policies applicable to an External Site are established by the owner or operator of the External Site and not by Technomics. UNDER NO CIRCUMSTANCES SHALL WE BE HELD RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR USE OF ANY EXTERNAL SITES.

  1. PRIVACY

Your submission of personal information through the Sites is governed by our Privacy Policy, which is hereby incorporated into these Terms by reference.

As such, by using the Sites after reviewing these Terms, you are representing to Technomics that you understand and accept how we collect, use, and disclose information concerning your use of the Sites, as set forth in our Privacy Policy. You understand and agree that (a) Technomics is justifiably relying on this representation in granting you access to the Sites and (b) if you later take legal action inconsistent with this representation, such action will constitute evidence that your representation was false. In that case, Technomics may elect to terminate these Terms, without prejudice to our ability to seek damages resulting from your breach. If you do not agree to the practices described in our Privacy Policy, you may not use the Sites or provide us with any information.

  1. MOBILE ALERT PROGRAM

By providing your phone number on the Sites and opting in to receive text messages, you acknowledge and agree that you are providing prior express written consent to receive automated, recurring text messages (including SMS and MMS) from Technomics at the phone number you provided (the “Mobile Alert Program”). These messages may include promotional offers, account updates, and other information related to our services or your relationship with us. The number of text messages you receive may vary based on your interactions with Technomics. There is no fee from Technomics to participate in the Mobile Alert Program. Message and data rates may apply to each text message sent or received, as provided in your mobile telephone service plan. Consent to the Mobile Alert Program is not a condition of any purchase from Technomics. Unless we expressly state otherwise, your participation in the Mobile Alert Program is subject to all terms and conditions of these Terms of Use.

You may opt out of the Mobile Alert Program at any time by replying “STOP” to any message you receive from us. You understand and agree that alternate methods of opting out, such as using different words or requests, will not be considered a reasonable means of opting out and may not be honored. If you opt of the Mobile Alert Program, you may receive an additional text message confirming your decision to opt out. The Mobile Alert Program may recognize or respond to additional commands and keyword queries. Thus, you may receive additional text messages based on your interaction with the Mobile Alert Program, even after opting out. Notwithstanding any prior opt-out, you consent to receive further messages from or on behalf of Technomics that result from your continued communication with the Mobile Alert Program. If you have any questions, text HELP to the number you received a text message from or contact us at info@technomics.net.

We have the right to modify any telephone number or short code we use to operate the Mobile Alert Program at any time. You will be notified on such occasions. You agree that any messages you send to a telephone number or short code we have changed, including any STOP or HELP requests, may not be received, and we will not be liable for honoring requests made in such messages. Data obtained from you in connection with our Mobile Alert Program may include your mobile phone number, your carrier’s name, and the date, time, and content of your messages. For more information on collection and use of personal information, please read our Privacy Policy.

Messages may not be delivered if your mobile phone is not in range of a transmission site, or if sufficient network capacity is not available at a particular time. Even within a coverage area, factors beyond the control of the wireless operator may interfere with message delivery, including the customer’s equipment, terrain, proximity to buildings, foliage, and weather. We will not be liable for any delays in the receipt of any text message, as delivery is subject to effective transmission from your network operator. Wireless operators do not guarantee message delivery and will not be held liable for delayed or undelivered messages.

  1. DISCLAIMER OF WARRANTIES

A. THE SITES ARE PROVIDED “AS IS”

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SITES ARE PROVIDED “AS IS.” TECHNOMICS MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU OR ANY OTHER PARTY, RELATING IN ANY WAY TO THE SITES OR THE TECHNOMICS CONTENT. FOR AVOIDANCE OF DOUBT, TECHNOMICS DISCLAIMS ANY IMPLIED WARRANTIES THAT THE SITES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TECHNOMICS OR A REPRESENTATIVE SHALL CREATE A WARRANTY.

WITHOUT LIMITING THE PRECEDING PARAGRAPH, WE DO NOT GUARANTEE THAT (A) THE SITES WILL MEET YOUR REQUIREMENTS, OR THAT THEY ARE ERROR-FREE, RELIABLE, WITHOUT INTERRUPTION OR AVAILABLE AT ALL TIMES; (B) THE FEATURES WILL BE EFFECTIVE, RELIABLE, AND ACCURATE OR WILL MEET YOUR REQUIREMENTS; (C) YOU WILL BE ABLE TO ACCESS OR USE THE SITES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT ALL TIMES OR LOCATIONS OF YOUR CHOOSING; OR (IV) THE TECHNOMICS CONTENT WILL BE ACCURATE OR RELIABLE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE, OR OTHER CONTENT AVAILABLE THROUGH THE SITES AND TO CONSULT PROFESSIONALS AS NEEDED IN SUCH EVALUATION.

B. ADDITIONAL RIGHTS

SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN WARRANTIES, SO SOME SUCH DISCLAIMERS IN THIS SECTION 14 OR ELSEWHERE IN THESE TERMS MIGHT NOT APPLY TO YOU. FOR CLARIFICATION, NOTHING IN THESE TERMS SEEKS TO DISCLAIMER ANY WARRANTIES IN A MANNER INCONSISTENT WITH APPLICABLE LAW. YOU AGREE, HOWEVER, THAT THE WARRANTY DISCLAIMERS IN THESE TERMS SHALL APPLY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

  1. OUR LIABILITY TO YOU

A. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TECHNOMICS, ITS PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, AND LICENSORS, OR THEIR RESPECTIVE OFFICERS, SHAREHOLDERS, MANAGERS, EMPLOYEES, AGENTS, OR DIRECTORS (THE “RELEASED PARTIES”) BE LIABLE FOR THE FOLLOWING DAMAGES (IF ANY) ARISING IN CONNECTION WITH YOUR USE OF (OR INABILITY TO USE) THE SITES: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, STATUTORY, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (B) LOSS OF USE, DATA, BUSINESS, REVENUE, OR PROFITS, IN ALL CASES WHETHER DIRECT OR INDIRECT; (C) DAMAGES, INCLUDING FOR ANY DELAY OR FAILURE IN PERFORMANCE, ARISING FROM CAUSES BEYOND THE REASONABLE CONTROL OF THE RELEASED PARTIES; (D) DAMAGES ARISING FROM THE CONDUCT OF OTHER USERS OF THE SITES OR THEIR USER CONTENT; (E) OR DAMAGES RELATING TO THE DELAY, FAILURE, INTERRUPTION, DISCLOSURE, OR CORRUPTION OF ANY DATA OR INFORMATION TRANSMITTED IN CONNECTION WITH THE SITES.

IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE RELEASED PARTIES IN CONNECTION WITH ANY DISPUTE (DEFINED BELOW) EXCEED THE GREATER OF (I) $250 USD OR (II) THE AMOUNT YOU PAID TO TECHNOMICS FOR THE ABILITY TO ACCESS AND USE THE SITES IN THE 12-MONTH PERIOD PRECEDING THE DATE ON WHICH THE FIRST CLAIM RELATED TO THE DISPUTE AROSE.

THE LIMITATION OF LIABILITY IN THIS SECTION 15 APPLIES REGARDLESS OF LEGAL THEORY, EVEN IF THE RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. FURTHER, YOU UNDERSTAND AND AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION 15 IS AN ESSENTIAL ASPECT OF OUR ABILITY TO PROVIDE THE SITES TO YOU AND THAT WE WOULD NOT BE ABLE TO DO SO WITHOUT IT.

B. ADDITIONAL RIGHTS

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION 15 OR ELSEWHERE IN THESE TERMS MIGHT NOT APPLY TO YOU. FOR CLARIFICATION, NOTHING IN THESE TERMS SEEKS TO LIMIT ANY OUR LIABILITY IN A MANNER INCONSISTENT WITH APPLICABLE LAW. YOU AGREE, HOWEVER, THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 15 AND ELSEWHERE IN THESE TERMS SHALL APPLY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

  1. INDEMNIFICATION

You agree to indemnify, hold harmless, and (at their option) defend the Released Parties from and against any and all liabilities, claims, damages, costs, and expenses, including attorneys’ fees and costs, arising from or related to: (a) your breach of any of these Terms; (b) any User Content you share; and (c) your violation of any law or the rights of a third party.

You agree that the Released Parties shall have the right to assume exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with the applicable Released Parties if and as requested in the defense and settlement of such matter. In any case, you agree never to settle any matter for which your indemnification is required under this Section 16 absent the prior written consent of the applicable Released Parties.

Separately, if you initiate (or threaten to initiate) any litigation, arbitration, or otherwise assert any claim against the Released Parties that is based or relies, in whole or in part, upon a repudiation or breach of any promises, representations, warranties, agreements, or consents that you have made or provided pursuant to these Terms (collectively “Prohibited Legal Actions”), you agree to indemnify the Released Parties from and against any liabilities, claims, damages, costs, and expenses, including attorneys’ fees and costs, arising from or related to the Prohibited Legal Action (or your threat of the same).

  1. DISPUTES & ARBITRATION

If there is any controversy, claim, action, or dispute between you and Technomics arising out of or related to your use of the Sites or the breach, enforcement, interpretation, or validity of these Terms or any part of them (“Dispute”), you and Technomics agree to resolve the Dispute through the dispute resolution procedures set forth in this Section 17, even if the Dispute arose prior to the Effective Date of these Terms.

A. Informal Dispute Resolution

You and Technomics agree to first attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve the Dispute informally. The party with the complaint (the “Complaining Party”) shall send written notice to the other party (the “Receiving Party”) describing the facts and circumstances of the Dispute (a “Dispute Notice”).

All Dispute Notices must: (1) be signed by the Complaining Party; (2) include the Complaining Party’s name, physical address, and email address; (3) describe with specificity the nature and basis of the Dispute in a manner sufficient for the Receiving Party to evaluate the merits of the Complaining Party’s individualized claim, and (4) set forth the alleged damage and harm suffered and the specific relief sought with a calculation for it. Each Dispute Notice is limited to a single Dispute between you and Technomics. As such, your Dispute and the Disputes of other parties may not be combined into a single Dispute Notice.

Dispute Notices shall be sent to:

• To Technomics: You must send notice (1) by electronic mail to info@technomics.net and (2) by first-class or certified mail to 1225 South Clark Street, Suite 1500, Arlington, VA 22202.

• To You: We will send notice by (1) first class or certified mail to the physical address we have on file for you (if any) and (2) by email to the email address we have on file for you (if any). If we do not have any address on file for you, or if we are, for any reason, unable to provide notice via the contact information on file, we reserve the right to provide notice by other reasonable means.

You and Technomics will attempt to resolve the Dispute through informal negotiation within sixty (60) days beginning on the date that a valid Dispute Notice is sent (the “Informal Negotiation Period”). During the Informal Negotiation Period, the parties are required to conduct an individual meet-and-confer in person, or via teleconference or videoconference, that addresses only the Dispute between you and Technomics (the “Conference”). If you are represented by counsel, your counsel may participate in the Conference, but you will also need to participate. Technomics will participate in the Conference through one or more representatives, which may include our counsel.

Both you and Technomics agree that the foregoing dispute resolution procedure (the “Informal Dispute Resolution Procedure”) is a condition precedent that must be satisfied before initiating any arbitration or litigation against the other party. If any aspect or requirement of the Informal Dispute Resolution Procedure has not been completed or satisfied, the parties agree that (i) a court of competent jurisdiction can enjoin the filing or prosecution of any arbitration or litigation and (ii) unless prohibited by law, no arbitration administrator shall accept or administer any arbitration or demand fees in connection with the Dispute.

B. Individual Arbitration

IF ANY DISPUTE CANNOT BE RESOLVED BY THE INFORMAL DISPUTE RESOLUTION PROCEDURE, YOU AND TECHNOMICS AGREE THAT SUCH DISPUTE WILL BE DECIDED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT NEITHER PARTY WILL HAVE, AND WE EACH HEREBY WAIVE, THE RIGHT TO HAVE A JUDGE OR JURY TO DECIDE ITS CLAIMS, AND THAT NEITHER YOU NOR TECHNOMICS IS PERMITTED TO PROCEED IN A CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE CAPACITY. OTHER RIGHTS THAT YOU AND WE WOULD OTHERWISE HAVE IN COURT WILL NOT BE AVAILABLE OR WILL BE MORE LIMITED IN ARBITRATION, INCLUDING DISCOVERY AND APPEAL RIGHTS.

All such Disputes shall be exclusively submitted to Judicial Arbitration and Mediation Services (JAMS) (www.jamsadr.com) for binding arbitration under its rules then in effect (as modified by these Terms), before one arbitrator to be mutually agreed upon by both parties (a Dispute submitted to JAMS for arbitration being a “Demand for Arbitration”). The arbitration shall be conducted in accordance with the JAMS Consumer Arbitration Minimum Standards (the “Minimum Standards”) if (and only if) it is determined by JAMS or the arbitrator that the Minimum Standards are applicable to the Dispute. The Minimum Standards are available at www.jamsadr.com/consumer-minimum-standards. The location of any hearings will be determined by the applicable JAMS rules, provided that if the claim is for $5,000 or less, you may choose to (a) have the arbitration conducted solely on the basis of the documents submitted to the arbitrator or (b) hold a hearing by teleconference or videoconference.

The arbitrator, and not any court or agency, shall have exclusive authority to resolve any Dispute arising under or relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of these Terms is void or voidable. For the avoidance of doubt, you and Technomics agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of this Section 17 or the arbitrability of any claim or counterclaim. The award rendered by the arbitrator may be confirmed and enforced in a court of competent jurisdiction.

C. Mass Arbitration

This Section 17(C) applies to Mass Arbitrations (defined below) and supersedes any provision to the contrary in these Terms.

If you or Technomics files a Demand for Arbitration that is one of fifty (50) or more similar Demands for Arbitration filed against the other party by parties represented by the same law firm or law firms acting in coordination (“Mass Arbitration”), the arbitration of the Dispute, and all other Disputes constituting the Mass Arbitration, shall be conducted in accordance with the JAMS Mass Arbitration Procedures and Guidelines, including the JAMS Mass Arbitration Fee Schedule (the “Mass Arbitration Rules”). The Mass Arbitration Rules are available at www.jamsadr.com/mass-arbitration-procedures.

You and Technomics agree that, in the event of a Mass Arbitration, any issues arising under or relating to (a) the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of these Terms are void or voidable or (b) the jurisdiction of the arbitrator, including any objections with respect to the existence, scope, or validity of this Section 17 or the arbitrability of any claim or counterclaim, shall be decided by a court of competent jurisdiction.

D. Exceptions

In lieu of the dispute resolution procedures set forth in Sections 17(A)-(C), you or Technomics may (a) bring an individual claim or elect to resolve a Dispute in small claims court in the United States consistent with any applicable jurisdictional and monetary limits that may apply (so long as the action is litigated exclusively in small claims court and is not removed or appealed to a court of general jurisdiction) and (b) file an individual claim in court to (i) enjoin the infringement or other misuse of its intellectual property rights or (ii) seek a declaration that the other party is in breach of these Terms. You and Technomics agree that, to extent allowed under applicable law, any claims referenced in the preceding sentence must be brought and maintained on an individual basis.

In addition, nothing in these Terms prohibits you or us from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf (or vice versa).

  1. CHOICE OF LAW AND FORUM

A. Choice of Law

These Terms and your use of the Sites are governed by the laws of the United States and the state of Virginia, without giving effect to any conflict of laws principles that would result in the application of the laws of any other jurisdiction. Any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16).

B. Choice of Forum

Except for claims properly lodged in a small claims court in the United States, any Disputes not subject to arbitration pursuant Section 17, including those referenced in Section 17(D), shall be resolved by a court located in Virginia, and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such Dispute.

  1. JURISDICTION

Technomics controls and operates the Sites from within the United States and makes no representation or warranty that the Sites are appropriate or available for use or access in any location outside of the United States. Anyone using or accessing the Sites from outside the United States does so on their own risk and is responsible for compliance with all applicable laws and regulations, including U.S. and international export control laws and regulations.

  1. CHANGES TO THE SITES & TERMS

A. Changes to these Terms.

We reserve the right to modify these Terms at any time. When we do so, we will update the “Effective Date” above. For material changes, we will seek to supplement such notice by email, a pop-up message on the Sites, another prominent notice on the Sites, or by other reasonable means. Your use of the Sites following any changes to these Terms will constitute your acceptance of the Terms as modified.

B. Termination of these Terms

These Terms will continue to apply until terminated by either you or Technomics. We may terminate these Terms, or suspend or terminate your access to the Sites, at any time if (a) we believe you have breached any of these Terms, (b) we stop providing the Sites or any material component thereof, or (c) as we believe necessary to comply with applicable law. You may terminate these Terms at any time by discontinuing your use of the Sites and, if applicable, deleting your account.

If you or we terminate these Terms, or if we suspend or terminate your access to the Sites, you agree that (a) your right to access and use the Sites ceases immediately, (b) we shall have no liability to you in connection with such suspension or termination, and (c) except as expressly provided otherwise by Technomics, we will not refund any amounts that you have already paid to us. Notwithstanding the preceding sentence, if you voluntarily terminate these Terms, and you are not barred from using the Sites by Technomics or applicable law, you are permitted to resume use of the Sites at a later date. You agree that your continued use of the Sites after such termination constitutes your renewed acceptance of the then-current version of these Terms.

The following provisions shall survive the termination of these Terms: Sections 5 (excluding the License), 6, 7, 12, 14, 15, 16, 17, and 18, along with any other provisions of these Terms that, either explicitly or by their nature, must remain in effect even after termination of these Terms.

C. Changes to the Sites

We also may change, restrict access to, suspend, or discontinue the Sites, or any portion of the Sites, at any time and without notice to you. You acknowledge and agree that Technomics will not be liable for any such actions.

  1. MISCELLANEOUS

A. Interpretation

In these Terms, the words “include,” “includes,” and “including” shall be construed as if followed by “without limitation,” and the term “or” shall not be exclusive. Titles and headings to sections herein are included for convenience only and are not intended to affect the meaning or interpretation of these Terms. Any limited or specific disclaimers or limitations of liability found in these Terms shall not limit the effect, force, or breadth of any other disclaimers or limitations of liability in these Terms. When these Terms refer to a decision or action that will or may be made or taken by Technomics, such decision or action shall be made, taken, or refrained from in our sole discretion and judgment.

B. No waiver

If either party does not exercise or enforce any legal right or remedy which is contained in these Terms (or which such party has the benefit of under any applicable law or regulation), such action or inaction shall not be deemed a formal waiver of that party’s rights.

C. Severability

If any provision of these Terms is held to be invalid by a court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.

D. Entire Agreement

These Terms (including, for avoidance of doubt, and any Additional Terms) set forth the entire understanding and agreement between us with respect to your use of the Sites.

E. Assignment

You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under these Terms without restriction.

F. No Relationship

These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Technomics.

G. Notice to California Residents.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY AGREE TO THE FOLLOWING: WITH RESPECT TO ANY LIMITATIONS OF LIABILITY OR WARRANTY DISCLAIMERS INCLUDED IN THESE TERMS, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES THAT “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

H. Admissibility

You agree that all agreements, notices, disclosures, and other communications that Technomics provides to you (a) via a posting on the Sites or (b) an email to an address that we have on file for you will satisfy any legal requirement that such communications be in writing. You agree that a printed version of these Terms and/or any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms or your use of the Sites to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

  1. CONTACT US

If you have any questions, comments or concerns about these Terms, please contact us at:

1225 South Clark Street, Suite 1500
Arlington, VA 22202
571-366-1400
info@technomics.net