TERMS AND CONDITIONS OF USE AGREEMENT
This TERMS AND CONDITIONS OF USE AGREEMENT ("Agreement") is a legal agreement between each user who has completed the registration process and/or is using this site ("User") and 400 Doors, Inc., a Minnesota corporation whose notice address is 9196 Neill Lake Road, Eden Prairie, Minnesota 55347 ("Company") stating the terms that govern the User"s use of the Company's website located at the domain name www.400 Doors.com ("Website"). If you do not agree to these terms, do not use the services provided by this Website. Company and User are generally and interchangeably referred to herein individually as "Party" and collectively as "Parties."
1. Purpose of the Agreement.
1a. Terms. Company provides the Website and various related Services subject to User's compliance with this Agreement and all the terms, conditions and notices contained or referenced herein, as well as any other written agreement between Company and User and any posted guidelines or rules applicable to such Services or materials that may contain terms and conditions in addition to those in this Agreement that are incorporated herein by reference ("Terms of Use").
1b. ACKNOWLEDGEMENT. BY COMPLETING THE REGISTRATION PROCESS AND/OR USING THIS WEBSITE, USER AGREES TO BE BOUND BY THESE TERMS OF USE. IF USER DOES NOT WISH TO BE BOUND BY THESE TERMS OF USE, PLEASE EXIT THE WEBSITE NOW. USER'S REMEDY FOR DISSATISFACTION WITH THIS WEBSITE, OR ANY PRODUCTS, SERVICES, CONTENT OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS WEBSITE, IS TO STOP USING THE WEBSITE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES. USER'S AGREEMENT WITH COMPANY REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF USER'S USE OF THIS WEBSITE.
These Terms of Use are effective immediately. Company reserves the right to change these Terms of Use from time to time without notice to User. User acknowledges and agrees that it is User's responsibility to review this Website and these Terms of Use periodically and to be aware of any modifications. User's continued use of this Website after such modifications will constitute User's acknowledgement of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use.
1c. Affiliates. "Affiliates" include any owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors and advertisers of Company, including, without limitation all parties involved in creating, producing and/or delivering the Website and/or its contents.
2. Registration. In order to access some of the Services on the Website, User will require a separate account, password and/or other information and data provided to Company in connection with the use of the Website ("Registration Data"). By registering, User hereby agrees that all information provided in the Registration Data is true and accurate and that User will maintain and update this information as required in order to keep it current, complete and accurate. User hereby grants Company the right to disclose to third parties certain Registration Data about User in accordance with any privacy policy included on the Website, which is specifically incorporated herein by reference into the Terms of Use.
User is solely responsible for maintaining the confidentiality of User's password and account and for any and all statements made and acts or omissions that occur through the use of User's password and account, including any mail sent and any charges incurred. Therefore, User must take steps to ensure that others do not gain access to User's password and account. Company's personnel will never ask User for User's password. User may not transfer or share User's account with anyone and Company reserves the right to immediately terminate User's account in the event of any unauthorized transfer or sharing thereof.
Each registration is for User's personal use only and not on behalf of any other person or entity. Company does not permit (a) any other person using the registered sections under User's name; or (b) access through a single name being made available to multiple users on a network. User is responsible for preventing such unauthorized use.
3. Services. "Services" include all services available on the Website that are provided by Company that are designed for the exclusive use of authorized licensed real estate agents to post and search for Buyer Needs, Advance Listings, (aka) non MLS listings, Active Listings, Rentals, Rental Needs, Discussion boards, and Classifieds. Any services provided from a third party via advertisements and/or solicitations available on the Website are not included in the Services.
User is solely responsible for providing, at User's own expense, all
equipment necessary to use the Services, including a computer, modem
and Internet access, as well as payment of telephone service fees
associated with such access.
Company reserves the
sole right to modify or discontinue the Website, including any features
therein, at any time with or without notice to User. Company shall not
be liable to User or any third party in the event the Company chooses
to exercise such right. Modifications may include, without limitation,
changes in the pricing structure, the addition of fee-based Services or
changes to limitations on allowable file sizes. Any new features that
augment or enhance the Services on the Website shall also be subject to
the Terms of Use.
User understands and agrees that
temporary interruptions of the Services may occur as normal events.
User further understands and agrees that Company has no control over
third party networks accessed in the course of the use of the Website,
and therefore, delays and disruption of other network transmissions are
beyond Company's control.
Company assumes no
responsibility for the timeliness, deletion, malfunction in delivery or
failure to store any User communications or personalization settings.
The Services are provided "AS IS" with no warranty of any
kind associated to the performance of the Website or the Services.
4. Payment of Fees.Fees due by the User for using certain Services are either set out in a separate membership agreement or shall be described elsewhere in the Website and are the sole responsibility of the User ("Fee"). Any such agreement is incorporated herein by reference. If User subscribes to a Service on this Website that requires payment of a Fee, User agrees to pay all Fees. Company will bill all Fees to User's credit card or other automatic payment option available and provided to Company by User. Recurring charges are billed in advance of Service. User agrees to provide Company with accurate and complete billing information, including valid credit card information, User's name, address and telephone number and to provide Company with any changes in such information within number days of the change. If, for any reason, User's credit card company refuses to pay the Fee, User agrees that Company may, at Company's option, suspend or terminate User's subscription to the Service and require User to pay the overdue amount by other means acceptable to Company. Company may charge a fee for reinstatement of suspended or terminated accounts at its sole discretion. User agrees that until User's subscription to the Service is terminated, User will continue to accrue Fees for which User will remain responsible, even if User does not use the Service. In the event legal action is necessary to collect any Fees due, User agrees to reimburse Company for all expenses incurred to recover Fees due, including attorney fees and other legal expenses.
5. Conduct on Site. User's use of the Website is subject to all applicable laws and regulations, including, without limitation Netiquette. By using the Services, User agrees not to upload, share, post, or otherwise distribute or facilitate distribution of any of the Content (defined herein) including, without limitation any text, communications, software, images, sounds, data, or other information that is "Objectionable," which includes, without limitation, any communication that:
5a. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortuous or contains explicit or graphic descriptions or accounts of sexual acts, including, without limitation, sexual language of a violent or threatening nature directed at another individual or group of individuals or otherwise violates Company's rules or policies;
5b. victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability;
5c. infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
5d. constitutes "Spamming," which is defined as unauthorized or unsolicited advertising, junk or bulk email, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
5e. contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any Company or Third Party Data, or any other information of any third party;
5f. impersonates any person or entity, including any of Company's employees or representatives or
5g. attempts to breach security of another account, interferes with another user's use and enjoyment of the Website or services provided to them or attempts to gain unauthorized access to another network or server.
6. User Data. Subject to any applicable Company privacy policy, User is solely responsible for the contents of any of User's communications submitted, transmitted, displayed, posted or shared through the Website or to Company, whether by electronic mail or other means, for any reason ("User Data"). All User Data will be treated as non-confidential and non-proprietary. Unless otherwise established, User shall retain all rights in the User Data and shall hereby grant Company and its designated licensees a non-exclusive, royalty free perpetual, and worldwide right to copy, distribute, display, perform, publish, translate, adapt, modify, and otherwise use such User Data for any purpose, regardless of the form or medium, whether now known or not currently known, in which it is used.
User is responsible for ensuring no User Data is confidential, proprietary or in any way related to an unsolicited idea or proposal and User hereby waives any allegation claiming otherwise. User acknowledges that Company may at any time, and its sole discretion, terminate Service without prior notice for Objectionable User Data.
7. Improper Conduct. Company neither endorses nor assumes any liability for the contents of any material uploaded or submitted by third party users of the site, including Third Party Data. Company generally does not pre-screen, monitor, or edit the content posted by User or any other users of the Services and/or Website. However, Company has the right, at its sole discretion, to remove any content that it believes is harmful, Objectionable, or inaccurate or does not comply with the Terms of Use and any other rules of user conduct for the Website. User hereby consents to such removal and waives any claim against Company arising out of such removal of content.
Company is not responsible for any failure or delay in removing such content. Company reserves the right to investigate complaints or reported violations of the Terms of Use and to take any action the Company deems appropriate including, without limitation, reporting any suspected unlawful activity to law enforcement officials, regulators or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to Registration Data, User's profile, email addresses, usage history, posted materials, IP addresses and traffic information. Users who violate systems or network security may incur criminal or civil liability. User will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.
See "Use of Materials" below for a description of the procedures to be followed in the event that any party believes that content posted on the Website infringe on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.
8. Intellectual Property. For purposes of the Terms of Use,
"Content" is defined as any information, content,
design, compilation, magnetic translation, digital conversion
organization, communications, software, photos, video, graphics, music,
sounds, and other material and services that relate to the Website or
can be viewed by Users on the Website including, without limitation,
message boards, chat, and other original content.
By
accepting the Terms of Use, User acknowledges and hereby agrees that
unless expressly stated otherwise, all Content is solely owned and the
property of Company and/or its Affiliates and protected by copyrights,
trademarks, service marks, patents and/or other proprietary rights and
laws including, without limitation www.400Doors.com and all
other names, trademarks, service marks, logos, commercial symbols and
styles used by Company in providing its Services (collectively referred
to as "Intellectual Property Rights"). User is hereby
granted a nonexclusive revocable limited license to use the Content as
expressly authorized by Company or the specific content provider,
including the right to make a single copy made for personal use only.
Notwithstanding the foregoing, User may not copy, reproduce, modify,
republish, upload, post, transmit, or distribute any of the Content
from the Website in any form or by any means without prior written
permission from Company or the specific content provider, and User is
solely responsible for obtaining permission before reusing any
copyrighted material that is available on the Website. User shall not
acquire ownership rights to any Content. Any unauthorized use of the
Content is strictly prohibited and is a violation of the Company's
Intellectual Property Rights that may result in criminal or civil
penalties.
Neither Company nor the Affiliates
warrant or represent that User's use of the Content or any other
materials displayed on, or obtained through, the Website will not
infringe the rights of third parties.
See "Use of Materials" below for a description of the procedures to be followed in the event that any party believes that any Content infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.
9. Third Party Sites and Information. The Website may link User to other sites on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under the Company's control, and User acknowledges that Company is not responsible for the accuracy, copyright compliance, legality, decency or any other aspect of the content of such sites nor is Company responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the site or party by Company or any warranty of any kind, either express or implied.
10. Use of Materials. User acknowledges the value of both the Company's Intellectual Property Rights and the intellectual property rights of others. If at any time the User believes its copyright, trademark or other property rights have been infringed by a posting on the Website, the User shall immediately send notification to our "Designated Agent" that is identified below. The notice shall only be effective when received with all of the information listed in this section.
10a. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
10b. Identification of the copyrighted work this is claimed to have been infringed.
10c. Information reasonably sufficient to permit Company to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted.
10d. Identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit Company to locate the materials.
10e. 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, agent, or the law.
10f. A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing.
11. Designated Agent. Pursuant to the Digital Millennium
Copyright Act, 17 U.S.C. Sec. 512(c), the Company's Designated Agent
for notice of claims of copyright infringement can be reached as
indicated below. Service of repeat infringers of copyright or of users
about whom repeat claims of copyright infringement are received will be
terminated.
Designated Agent for Claimed
Infringement:
400 Doors, Inc.
9196 Neill Lake RD Eden Prairie, MN 55347
952-942-7378
Info@400doors.com
User hereby acknowledges and agrees that upon receipt of a notice of a
claim of copyright infringement, Company may immediately remove the
identified materials from the Website without liability to User or any
other party and that the claims of the complaining party and the party
that originally posted the materials will be referred to the United
States Copyright Office for adjudication as provided in the Digital
Millennium Copyright Act.
12. Disclaimer. THE INFORMATION, CONTENT AND DOCUMENTS FROM OR THROUGH THE WEBSITE ARE PROVIDED "AS-IS," "AS AVAILABLE," WITH "ALL FAULTS" AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NONINFRINGEMENT. THE WEBSITE MAY CONTAIN BUGS, ERRORS, PROBLEMS, INACCURACIES OR OTHER LIMITATIONS. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTY THAT THE SERVICES AND CONTENTS WILL MEET USER'S REQURIEMENTS; THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR THAT THE CONTENTS THEMSELVES WILL BE EFFECTIVE, ACCURATE, UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, OR RELIABLE OR THE QUALITY OF ANY SERVICES, PRODUCTS OR CONTENT OBTAINED BY USER FROM THE WEBSITE WILL MEET USER'S EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM COMPANY THROUGH THE WEBSITE OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THE TERMS OF USE. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED.
THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS WEBSITE IS DONE AT USER'S OWN DISCRETION AND RISK AND USER AGREES THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
Company may make changes to the Services, features, functionality or Content of the Website at any time without notice. The Contents may be out of date and Company makes no commitment to update such Content or Services. Company reserves the right in Company's sole discretion to edit or delete any documents, information or other content appearing on the Website.
Through User's use of the Website, User may have the opportunities to
engage in commercial transactions with other users and vendors. User
acknowledges that all transactions relating to any merchandise or
services offered by any party, including, but not limited to the
purchase terms, payment terms, warranties, guarantees, maintenance and
delivery terms relating to such transactions, are agreed to solely
between the seller or purchaser of such merchandize and services and
User. COMPANY MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED
THROUGH, OR IN CONNECTION WITH THE WEBSITE, AND USER UNDERSTANDS AND
AGREES THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT USER'S OWN
RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY CONTENT,
PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH
THE WEBSITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY,
AND NOT BY COMPANY OR ANY AFFILIATE.
Before
purchasing products and services on or through the Website, review any
sales terms and conditions that may be available on the Website, which
are incorporated by reference into the Terms of Use.
Content available through the Website often represents the opinions and
judgments of an information provider, site user, or other person or
entity not connected with Company. Company does not endorse, nor is
responsible for the accuracy or reliability of, any opinion, advice, or
statement made by anyone other than an authorized Company spokesperson
speaking in his/her official capacity. Please refer to the specific
editorial policies posted on various sections of the Website for
further information that are incorporated by reference into the Terms
of Use.
In addition, the Content on the Website may
include sample or form agreements, letters or other documents,
including financially or legally significant documents such as
contracts and other items ("Forms"). These Forms are
provided solely as examples of typical documents of their kind, and the
delivery and use of Forms does not constitute legal, accounting or
other professional advice. Under no circumstances will Company or its
Affiliates be liable for any loss or damages caused by the User's
reliance on information or advice obtained through the Website,
including, without limitation the use of any of the Forms. It is the
User's responsibility to evaluate the accuracy, completeness, or
usefulness of any information, opinions, advice, Forms or other content
available on or through the Website. User is urged to consult an
appropriate professional licensed in the User's jurisdiction before
using any Forms or otherwise relying on any legal, accounting, or other
professional advice or information obtained on or through the Website.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO
USER.
13. Limitation of Liability. User's exclusive remedy and Company's entire liability, if any, for any claims arising out of the Terms of Use and User's use of the Website shall be limited to the amount User paid Company for the Services on the Website during the twelve (12) month period before the act giving rise to the liability.
IN NO EVENT SHALL COMPANY OR THE AFFILIATES BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, BUSINESS, DATA OR PROFITS; LITIGATION OR OTHER RELATED DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE WEBSITE OR OF ANY SITE REFERENCED OR LINKED TO FROM THE WEBSITE.
FURTHER, COMPANY SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THIS WEBSITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS WEBSITE INCLUDING, WITHOUT LIMITATION THE PROCESSING OF ORDERS.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER.
14. Indemnification. Upon a request by Company, User agrees to indemnify, defend and hold Company and Company's Affiliates harmless from all liability, loss, claim and expense, including attorney's fees, related to User's violation of the Terms of Use or misuse of the Website. Company hereby reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User will cooperate with Company in asserting any available defenses.
15. Privacy Policy. Company's privacy policy, as it may change from time to time, is a part of the Terms of Use. User is solely responsible for reviewing any privacy policy incorporated into the Terms of Use.
16. International Use. Although the Website may be accessible worldwide, Company makes no representation that materials on the Website are appropriate or available for use in locations outside the United States and accessing them from territories where their contents are illegal is prohibited. Users who access the Website from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, Services and/or information made in connection with this Website is void where prohibited.
17. Termination of Use. User agrees that Company may, in Company's sole discretion, terminate or suspend User's access to all or part of the Website with or without notice and for any reason, including, without limitation, breach of the Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating User's relationship and may be referred to appropriate law enforcement authorities. Upon termination or suspension, regardless of the reasons therefore, User's right to use the Services available on the Website immediately cease and User acknowledges and agrees that Company may immediately deactivate or delete User's account and all related information and files in User's account and/or bar any further access to such files or thw Website. Company shall not be liable to User or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by Company in connection therewith. Sections relating to indemnification, limitation of liability and intellectual property rights within the Terms of Use, as well as User's liability for any unpaid Fees, shall specifically survive any termination.
18. Governing Law. The Website, excluding any linked sites, is controlled by the Company from the offices within the State of Minnesota, United States of America. It can be accessed from all fifty (50) states, as well as from other countries around the world. As each of these places has laws that may differ from those of Minnesota, by accessing the Website, Company and User agree that the statutes and laws of the State of Minnesota, without regard to the conflicts of laws principles thereof and the United Nations Convention on the International Sale of Goods, will apply to all matters relating to the use of the Website and the purchase of products and Services available through the Website. Company and User agree and hereby submit to the exclusive personal jurisdiction and venue of the Superior Court of Hennepin County and the United States District Court for District of Minnesota with respect to such matters.
19. Information and Press Releases. The Website contains information and press releases about Company. Company disclaims any duty or obligation to update this information or any press releases. Information about third parties contained in the press release or otherwise, should not be relied upon as being provided or endorsed by Company.
20. Legal Compliance. User agrees to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding User's use of the Website and the Content and materials provided therein.
21. Time Restrictions. Any cause of action by User with respect to the Website and/or any Content, documents, products or Services related thereto, must be instituted within one (1) year after the cause of action arose or be forever waived and barred.
22. Agency. The Parties under the Terms of Use are independent contractors. Neither Party is an agent, representative or partner of the other Party. Neither Party shall have the right, power or authority to enter into any agreement for or on behalf of, or to incur any obligation or liability of, or to otherwise bind, the other Party. The Terms of Use shall not be interpreted or construed to create association, joint venture or partnership between the Parties or to impose any partnership obligation or liability on either Party.
23. Export Controls. Any software available on or through the Website is subject to United States Export Controls. No software from the Website may be downloaded or exported into or to a resident of Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country which the United States has embargoed goods or to anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Deny Orders. By downloading or using the software, User represents and warrants that User is not located in, under the control of, or a national or resident of any such country or on any such list.
24. Assignment. This Terms of Use Agreement and all incorporated agreements and Registation Data may be automatically assigned by Company in its sole discretion. User may not resell, assign or transfer any of its rights or obligations under theTerms of Use, in whole or in part, without Company's prior written consent and any attempt to so resell, assign or transfer will be null and void.
25. Mandatory Arbitration. Any dispute under the Terms of Use shall be required to be resolved by binding arbitration of the Parties hereto. If the Parties cannot agree on an arbitrator, each Party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.
26. Interpretation. If a court finds any provision of the Terms of Use invalid or unenforceable, the remainder of the Terms of Use shall be interpreted so as to best affect the intent of the Parties or the Parties agree that the maximum period or scope legally permissible under such circumstances will be substituted for the period or scope stated herein.
27. Waiver. The waiver of one Party of a breach of any provision of this Terms of Use Agreement by the other Party shall not operate or be construed as a waiver of any subsequent breach.
28. Complete Agreement. The Terms of Use and all incorporated agreements expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior representations and understandings between the Parties. To the extent that any incorporated agreements conflict with or are inconsistent with the Terms of Use, the stricter provision shall prevail.
29. Amendment. The Terms of Use may be amended at any time by Company without specific notice to User. The latest Terms of Use will be posted on the Website, and User should review this Terms of Use prior to using the Website.
30. Notices. All notices to a Party shall be in writing and
shall be made either via email or conventional mail. Notices to Company
via email must be sent to the attention of Customer Service at
Notice@400doors.com or via certified mail to 400
Doors Inc, 9196 Neill Lake RD Eden Prairie, MN
55347. Notices to User may be sent either to the email address or
physical address included within the Registration Data or updated by
the User. Company, at its sole discretion may broadcast notices or
messages through the Website to inform User of changes to the Website
or other matters of importance, and such broadcasts shall constitute
notice to User.
Any notices or communication under
these Terms of Use will be deemed delivered to the Party receiving such
communication on the delivery date, if delivered personally to the
Party; two (2) business days after deposit with a commercial overnight
carrier, with written verification of receipt; five (5) business days
after the mailing date, if sent by U.S. mail, return receipt requested;
on the delivery date, if transmitted by confirmed facsimile; or on the
delivery date if transmitted by confirmed email.
31. Attorneys' fees. In any action, formal or informal, initiated by Company to enforce the Terms of Use, the Company will be entitled to costs and attorneys' fees.
32. Force Majeure. In addition to any excuse provided by applicable law, Company shall be excused from liability for non-delivery or delay in delivery of products and services available through the Website arising from any event beyond Company's reasonable control, whether or not foreseeable by either Party, including, without limitation, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond Company's reasonable control, whether or not similar to those which are enumerated above.
