Terms and Conditions



Last updated: September 5, 2017

Welcome to FarWide. The website www.farwide.com (the “Site”),and the various related services, features, functions, software, applications, websites and networks (collectively, the “Services”) are provided and operated by FarWide, Inc. (“FarWide”).

IMPORTANT! THESE TERMS OF SERVICE (“TERMS”) GOVERN YOUR USE OF THE SITE AND SERVICES. BY CLICKING “I AGREE”, USING, CONFIGURING DOWNLOADING, OR ACCESSING THE SITE OR THE SERVICES, SIGNIFIES YOUR ACCEPTANCE OF THESE TERMS, INCLUDING THE MANDATORY ARBITRATION PROVISIONS IN SECTION 17.3, AND BY DOING SO YOU REPRESENT AND WARRANT THAT (A) YOU ARE AUTHORIZED TO ENTER THESE TERMS OF SERVICE FOR AND ON BEHALF OF YOURSELF AND YOUR ORGANIZATION, AND ARE DOING SO, (B) YOU AND YOUR ORGANIZATION CAN LEGALLY ENTER INTO THESE TERMS AND (C) YOU HAVE READ AND UNDERSTAND AND AGREE THAT YOU AND THE ORGANIZATION SHALL BE BOUND BY THESE TERMS OF SERVICE AND THE FARWIDE’S PRIVACY POLICY (the “PRIVACY POLICY”) AND ALL FUTURE MODIFICATIONS AND ADDITIONS TO THE SAME MADE PURSUANT TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE OR THE PRIVACY POLICY, PLEASE DO NOT USE THE SERVICES.

1. Eligibility.

The Site and Services may provide access to content, products or services that are not appropriate for children under the age of 14. If you are under the age of 14, you may only access or use Site or Services under the supervision of a parent or legal guardian.

You may also be asked to provide certain registration details or other information in connection with the access or use of the Services. It is a condition of your access and use of the Services that all of the information that you provide is and will be correct, current, and complete. If FarWide believes that the information you provide is not correct, current, or complete, FarWide has the right to refuse your access to the Services or any of their resources, and to terminate or suspend your access at any time.

In using the Site and the Services, you must comply with all applicable laws and government regulations at all times, including but not limited to any applicable laws and regulations of the United States and other jurisdictions.

2. Privacy.

Your privacy is important to FarWide. Our goal is to make the Site and the Services as good, useful and rewarding for you as possible. In order to do that, we may collect and process information from you when you use the Site and the Services. We will collect certain personally identifiable information from you as set forth in more detail in our Privacy Policy.   When you use the Site and the Services, FarWide has access to, and in some cases will monitor, your use of the Site and the Services, including when you send and receive Content (as defined below). By accessing and using the Site and the Services, you agree that we may collect, use and disclose, as set forth in the Privacy Policy, the information you provide during your access to or use of the Site and the Services, and in some cases information that is provided to the Site and the Services by other parties. As part of providing you the Site and the Services, we may need to provide you with certain infrequent service communications, such as service announcements and administrative messages (“Service Communications”). These Service Communications, which will not include advertisements, are considered part of the Services which you may not be able to opt-out from receiving.

3. Individual Features and Services.

When using the Services, you may be subject to any additional posted policies, guidelines or rules applicable to specific Services and features (the “Policies”) will be available with the relevant Services and become part of your agreement with us if you use those Services. All such Policies are hereby incorporated by reference into these Terms. In case of a conflict between these Terms and any applicable Policy or Policies, the applicable Policy or Policies will control for that conflict.

4. Payment.

The use of the Services is currently made available to users free of charge; however, we reserve the right to charge a fee for using the Services at any time. If we begin charging a fee for your continued access to the Services, we will give you at least 15 days prior notice.

5. Modification of these Terms; Modification of Fees.

FarWide reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to the Services. If FarWide updates these Terms, it will update the “last updated” date at the top of the Terms. Please check these Terms, including any Policies, periodically for changes. Your continued use of the Site or the Services after the posting of changes constitutes your binding acceptance of such changes. In the event that a change to these Terms materially modifies your rights or obligations, FarWide will make reasonable efforts to notify you of such change. FarWide may provide notice through a pop-up or banner within the Services, by sending an email to any address you may have used to register for an account, or through other similar mechanisms. Additionally, if the changed Terms materially modify your rights or obligations, FarWide may require you to provide consent by accepting the changed Terms. If FarWide requires your acceptance of the changed Terms, changes are effective only after your acceptance. For all other changes, except as stated elsewhere by FarWide, such amended Terms or fees will automatically be effective, replacing the previously-effective Terms or fees, thirty (30) days after they are initially posted on the Services. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE SERVICES.

To the extent that any modifications to the Terms or Policies are not allowed under applicable laws, the prior most recent version of the Terms or Policies shall continue to apply.

6. Digital Millennium Copyright Act.

It is FarWide’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. If you are a copyright owner or an agent thereof and believe that any content, information, or communication on the Site and/or Services, including any content posted by a user, infringes upon your copyrights, you may submit a written notice of infringement pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512 (the “DMCA”).

All notices of infringement should be sent to the Designated Agent of FarWide identified below and should include the following information:

an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest,
a description of the copyrighted work that you claim has been infringed,
a description of where the material that you claim is infringing is located on the Site,
your address, telephone number, and e-mail address,
a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law, and
a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Alternatively, notices of infringement should be directed to the following Designated Agent of FarWide:

FarWide, Inc.
Attention: c/o Legal Department
One Dock Street; Suite 110
Stamford, CT 06902

If you submit a notice of infringement that knowingly materially misrepresents that any FarWide Content, information, or communication on the Site and/or Services is infringing upon a copyright, you may be held liable for damages and attorneys’ fees. If you believe that your content, information, or communication has been removed from the Site and/or Services due to an erroneous claim of infringement, you may have remedies available to you under the DMCA.

FarWide reserves the right to terminate without notice any user’s access to the Services if that user is determined by FarWide to be a “repeat infringer.” In addition, FarWide accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.

7. Services License Grant.

7.1 LICENSE GRANT

Subject to your compliance with all the terms and conditions set out in these Terms of Service and your payment of any applicable fees, FarWide hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable and freely revocable right and license to access and use the Site and Services as contemplated herein. The Services may now or in the future permit the submission and/or posting or linking of pictures, audio and video recordings, text, data and other input or any other content linked, posted, and/or submitted by you and/or other users (collectively, “Users”), in each case whether or not made available to other Users (“Uploader Submissions”).

7.2 PREVENTION OF UNAUTHORIZED USE.

FarWide reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the Services, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.

8. Uploader Submissions License Grant; Representations and Warranties.

8.1 LIMITED LICENSE GRANT TO FARWIDE.

By uploading, providing, posting, distributing or disseminating any Uploader Submissions to or through the Site or the Service, you hereby grant to FarWide a worldwide, non-exclusive, perpetual, irrevocable, transferable, sublicensable (through multiple tiers), assignable, fully paid-up, royalty-free, license to host, transfer, display, perform, reproduce, distribute, modify and otherwise exploit your Uploader Submissions (and any copyrights, publicity, database and other proprietary rights therein), in connection with the Services and FarWide’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof), in any media formats and/or through any media channels. In addition, you agree not to enforce any “moral rights” in and to the Uploader Submissions, to the extent permitted by applicable law.

8.2 UPLOADER SUBMISSION USE BY OTHER USERS.

You hereby consent to the use of your Uploader Submissions by other Users that are authorized to access your Uploader Submissions in the manner contemplated by these Terms and the Services.

8.3 UPLOADER SUBMISSIONS REPRESENTATIONS AND WARRANTIES.

You are solely responsible for your Uploader Submissions and the consequences of posting or publishing them. By uploading and publishing your Uploader Submissions, you affirm, represent, and warrant that: (1) you are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize FarWide and FarWide’s Users to use and distribute your Uploader Submissions as necessary to exercise the licenses granted by you in Section 8 and in the manner contemplated by FarWide and these Terms of Services; (2) your Uploader Submissions do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, libel, or violate or invade the right of privacy, publicity or other rights of any person or entity; and (3) your Uploader Submissions do not contain any viruses, adware, spyware, worms, Trojan horses, malware or other malicious code or any content or file that provides a method to access to potentially infringing content outside of the Services. Violators of these third-party rights may be subject to criminal and civil liability. FarWide reserves all rights and remedies against any Users who violate these Terms.

8.4 UPLOADER SUBMISSIONS DISCLAIMER.

You understand that when using the Services you may be exposed to Uploader Submissions or other content from a variety of sources, and that FarWide is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such Uploader Submissions and other content. You further understand and acknowledge that you may be exposed to Uploader Submissions and other content that is inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against FarWide with respect thereto. FarWide does not endorse any Uploader Submissions and other content or any opinion, recommendation or advice expressed therein, and FarWide expressly disclaims any and all liability in connection with Uploader Submissions and other content. If notified by a User or a content owner of an Uploader Submission or other content that allegedly does not conform to these Terms of Services, FarWide may investigate the allegation and determine in its sole discretion whether to remove the Uploader Submission or other content, which it reserves the right to do at any time and without notice. For clarity, FarWide does not permit copyright infringing activities on the Services.

9. Prohibited Conduct.

BY USING THE SITE AND THE SERVICES YOU AGREE NOT TO:

9.1       Decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architectures, structures or other elements of the Site or any Services, in whole or in part (except to the extent that the laws of your jurisdiction make such restrictions unenforceable);

9.2       Make any Services available to anyone other than you or use any Services for the benefit of anyone other than you, including selling, reselling, distributing, hosting, leasing, renting, licensing or sublicensing, in whole or in part, any Services, or using any Services for hosting or time sharing services, or as part of a service bureau or outsourcing offering;

9.3       Provide any services to any third party using the Services where such third party’s use of the Services would, if undertaken by you or any of your affiliates, violate any term or condition of this Agreement;

9.4       Prepare any derivative work of any Services, or any other program based upon any Services;

9.5       Reproduce (except as expressly permitted herein), modify, adapt, translate or otherwise make any changes to the Site or any Services or any part thereof;

9.6       Copy, disclose, or distribute any data available on the Site or the Services in any medium, including without limitation, by any automated or non-automated “scraping”

9.7       Interfere with, circumvent or disable any security or other technological features or measures of the Services or attempt to gain unauthorized access to any Services or its related systems or networks;

9.8       Make unsolicited offers, advertisements, or proposals, or send junk mail or spam to other users of the Services (including, but not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures);

9.9       Use bots or other automated methods to: access the Site or the Services, download profiles, contacts or any other information, send or redirect messages or perform any other activities through the Services; or

9.10       Use the Services for any unlawful or inappropriate activities, such as gambling, obscenity, pornography, violence, transmission of deceptive messages, or harassment.

10. Account.

When you use the Services or any products, services, or information from FarWide, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If at any time you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any credit, debit or charge card number, if applicable), then you agree to immediately notify FarWide. You may be liable for the losses incurred by FarWide or others due to any unauthorized use of your Services account.

11. Third-Party Sites, Products and Services; Links.

The Site and the Services may include links or references to other web sites or services (“Third Party Sites”) solely as a convenience to Users. FarWide does not endorse any such Third Party Sites or the information, materials, products, or services contained on or accessible through Third Party Sites (collectively, “Third Party Materials”), including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services, or links to web sites or applications. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by FarWide, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of FarWide, and may contain subject matter or language that is not appropriate for all ages, so viewer discretion is advised. While we do not review all content, we may review and remove content that we believe violates our policies or applicable law. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Site or the Services are solely between you and such advertiser. Access and use of Third Party Sites, including the information, materials, products, and services on or available through Third Party Sites are solely at your own risk. FarWide does not assume responsibility or liability to you or any other person for third-party services, Third Party Materials or third party web sites or applications, or for any other materials, products, or services of third parties.

12. Termination; Terms of Service Violations.

12.1 FARWIDE.

You agree that FarWide, in its sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) you may have with FarWide or your use of the Services and remove and discard all or any part of your account, user profile, and any Uploader Submission, at any time. FarWide may also in its sole discretion and at any time discontinue providing access to the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services or any account you may have or portion thereof may be effected without prior notice, and you agree that FarWide will not be liable to you or any third party for any such termination. FarWide reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing FarWide to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Service. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies FarWide may have at law or in equity. As discussed herein, FarWide does not permit copyright infringing activities on the Services, and shall be permitted to terminate access to the Services, and remove all Uploader Submissions or other content submitted by any Users who are found to be repeat infringers. BY ACCEPTING THESE TERMS OF SERVICE, YOU WAIVE AND HOLD HARMLESS FARWIDE FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY FARWIDE DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER FARWIDE OR LAW ENFORCEMENT AUTHORITIES.

12.2 YOU.

Your only remedy with respect to any dissatisfaction with (i) the Services, (ii) any term of these Terms of Services, (iii) any policy or practice of FarWide in operating the Site or the Services, or (iv) any content or information transmitted through the Services, is to terminate your account and your use of the Services. You may terminate your use of the Services and your account at any time. After such termination, you must refrain from use of the Services until authorized by FarWide.

13. Ownership; Proprietary Rights.

The Services are owned and operated by FarWide. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Services provided by FarWide (the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any Uploader Submissions that are provided and owned by Users, all Materials contained on the Services are the property of FarWide or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to FarWide or its affiliates and/or third-party licensors. Except as expressly authorized by FarWide, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. FarWide reserves all rights not expressly granted in these Terms.

14. Disclaimers; No Warranties.

14.1 NO WARRANTIES.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, FARWIDE AND ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, THIRD-PARTY PARTNERS, LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “FARWIDE PARTIES”) DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO THE SITE AND THE SERVICE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE FARWIDE PARTIES OR THROUGH THE SITE OR THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

14.2 “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS”.

YOU EXPRESSLY AGREE THAT THE USE OF THE SITE AND SERVICES ARE AT YOUR SOLE RISK. THE SITE, THE SERVICES AND ANY DATA, ASSESSMENTS, RESULTS, INFORMATION, THIRD-PARTY SOFTWARE, UPLOADER SUBMISSIONS, THIRD PARTY SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE OR THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.

14.3 PLATFORM OPERATION AND CONTENT.

THE FARWIDE PARTIES DO NOT WARRANT THAT THE DATA, ASSESSMENTS, RESULTS, UPLOADER SUBMISSIONS, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SERVICES OR ANY THIRD PARTY SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.

14.4 ACCURACY.

THE FARWIDE PARTIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES OR ANY THIRD PARTY SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

14.5 HARM TO YOUR COMPUTER..

YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, ASSESSMENTS, RESULTS OR DATA THROUGH THE SITE, THE SERVICES OR ANY THIRD PARTY SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

15. Limitation of Liability and Damages.

15.1 LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL THE FARWIDE PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) OR LOSS OF GOODWILL OR DATA OR COST OF COVER ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE MATERIALS, ASSESSMENTS, RESULTS OR UPLOADER SUBMISSIONS ON THE SITE, THE SERVICES OR ANY THIRD PARTY SITES, OR ANY OTHER INTERACTIONS WITH FARWIDE, EVEN IF FARWIDE OR A FARWIDE AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, FARWIDE’s LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

15.2 LIMITATION OF DAMAGES.

IN NO EVENT WILL THE FARWIDE PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES OR YOUR INTERACTION WITH OTHER SERVICES USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU (OR ON YOUR BEHALF), IF ANY, TO FARWIDE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.

15.3 RELEASE FOR DISPUTES BETWEEN USERS.

If you have a dispute with one or more Users, you release FarWide (and FarWide’s officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

15.4 THIRD PARTY SITES.

THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICESS SOLD OR PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN FARWIDE AND RECEIVED THROUGH OR ADVERTISED ON THE SITE OR THE SERVICES OR RECEIVED THROUGH ANY THIRD PARTY SITES.

15.5 BASIS OF THE BARGAIN.

YOU ACKNOWLEDGE AND AGREE THAT FARWIDE HAS OFFERED THE SITE, ITS PRODUCTS AND SERVICESS, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND FARWIDE, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND FARWIDE. FARWIDE WOULD NOT BE ABLE TO PROVIDE THE SITE OR THE SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

15.6 LIMITATIONS BY APPLICABLE LAW.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS OF SERVICE APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.

16. United States Export Controls.

You agree to comply with all export laws and restrictions and regulations of the United States Department of Commerce or other United States or other sovereign agency or authority, and not to export, or allow the export or re-export of any software, technical data or any direct product thereof in violation of any such restrictions, laws or regulations, or unless and until all required licenses and authorizations are obtained with respect to the countries specified in the applicable United States Export Administration Regulations (or any successor supplement or regulations). The transfer of certain technical data and commodities may require a license from an agency of the United States government and/or written assurances by you that you will not export such software, technical data or commodities to certain foreign countries without prior approval of such agency. Your rights under these Terms of Service are contingent on your compliance with this provision.

17. Miscellaneous.

17.1 NOTICE.

If FarWide needs to contact you about the Site and/or Services or account, by signing up for or using any Site and/or Services, you consent to receive the Service Communications electronically in the manner consistent with the contact information you provide, including email, text messages, or other communications between your desktop or mobile device and us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Notice will be deemed given twenty-four hours after any electronic communication is sent, unless FarWide is notified that the contact address is invalid. Alternatively, FarWide may give you legal notice by mail to a postal address, if provided by you through the Services. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Services is deemed given 30 days following the initial posting.

17.2 WAIVER.

The failure of FarWide to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by FarWide.

17.3 Choice of Law, mandatory arbitration and venue

       A. Governing Law / Jurisdiction

The Agreements (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of the state of New York, United States of America, without regard to choice or conflicts of law principles, and except to the extent they are preempted by the Federal Arbitration Act (9 U.S.C. § 1 et seq.) (the “FAA”).
Further, you and FarWide agree to the jurisdiction and courts of state and federal courts in New York County, New York to resolve any dispute, claim, or controversy that relates to or arises in connection with the Agreements (and any non-contractual disputes/claims relating to or arising in connection with them) and is not subject to mandatory arbitration under Section 17.3(B).
FarWide does not accept any codes of conduct as mandatory in connection with the services provided under this agreement.


       B. ARBITRATION AGREEMENT

       This Arbitration Agreement applies only to users in the United States.

       (1) Dispute resolution and arbitration

       You and FarWide agree that any dispute, claim, or controversy between you and FarWide arising in connection with or relating in any way to these Agreements or to your relationship with FarWide as a user of the Site or Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Agreements) will be determined by mandatory binding individual (not class) arbitration. You and FarWide further 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 the Arbitration Agreement or to the arbitrability of any claim or counterclaim. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of the Agreements.

       (2) Exceptions

        Notwithstanding the clause above (subsection 1), you and FarWide both agree that nothing in this Arbitration Agreement will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to (1) bring an individual action in a U.S. small claims court or (2) bring an individual action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from the arbitrator. In addition, this Arbitration Agreement doesn’t stop 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).

       (3) No Class or Representative Proceedings: Class Action Waiver

        YOU AND FARWIDE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and FarWide agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then 17.7 HEADINGS.that claim (and only that claim) must be severed from the arbitration and may be brought in court.

       (4) Arbitration rules

        Either you or we may start arbitration proceedings. Any arbitration between you and FarWide will take place under the Consumer Arbitration Rules of the American Arbitration Association (“ AAA ”) then in force (the “ AAA Rules ”), as modified by this Arbitration Agreement. You and FarWide agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of this provision (despite the choice of law provision above). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or you may call the AAA at 1-800-778-7879. FarWide can also help put you in touch with the AAA.

Any arbitration hearings will take place in the county (or parish) of your billing address, provided that if the claim is for $25,000 or less, you may choose whether the arbitration will be conducted (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephonic hearing; or (3) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address.

If you choose to file an arbitration proceeding and you are required to pay a filing fee, FarWide will reimburse you for that filing fee, unless your claim is for greater than US $10,000, in which case you will be responsible for the filing fee. FarWide will pay any other arbitration fees, including your share of arbitrator compensation, unless otherwise required by AAA rules or court order. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

       (5) Notice; Process

        A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail, Federal Express, UPS, or Express Mail (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“ Notice ”). FarWide’s address for Notice is: FarWide Inc., Attn: Legal Department, One Dock Street; Suite 110, Stamford, CT 06902, USA. The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought (“ Demand ”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or FarWide may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or FarWide shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator“s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.

       (6) Enforceability

        If this Arbitration Agreement is invalidated in whole or in part, the parties agree that the exclusive jurisdiction and venue described in subsection (1), above, shall govern any claim in court arising out of or related to the Agreements.


       C. Limitation on Time to File Claims.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

If FarWide needs to contact you about the Site and/or Services or account, by signing up for or using any Site and/or Services, you consent to receive the Service Communications electronically in the manner consistent with the contact information you provide, including email, text messages, or other communications between your desktop or mobile device and us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Notice will be deemed given twenty-four hours after any electronic communication is sent, unless FarWide is notified that the contact address is invalid. Alternatively, FarWide may give you legal notice by mail to a postal address, if provided by you through the Services. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Services is deemed given 30 days following the initial posting.


17.4 SEVERABILITY.

If any provision of these Terms (including any Policies) is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

17.5 ASSIGNMENT.

These Terms and related Policies, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by FarWide without restriction. Any assignment attempted to be made in violation of this Terms of Services shall be void.

17.6 SURVIVAL.

Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 1, 2, 3, 4, 5, and 7-17.

17.7 HEADINGS.

The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.

17.8 ENTIRE AGREEMENT.

This is the entire agreement between you and FarWide relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these Terms or Policies made by FarWide as set forth in Section 5 above.

17.9 NO AGENCY.

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

17.10 DISCLOSURES.

The services are offered by FarWide, Inc., located at: One Dock Street; Suite 110, Stamford, CT 06902 and email: Service@FarWide.com . If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.

© 2020 FarWide, Inc.