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Grafiti Terms of Use

Effective Date: August 6, 2015
Last Updated Date: Novmber 8, 2018

Welcome to Grafiti! Please read this Terms of Use Agreement ("Terms of Use") carefully.

1. Acceptance of Terms

These terms of service, together with any documents they expressly incorporate by reference (collectively, these “Terms of Service”) govern your access and use of the website www.grafiti.co (the “Website”), the Grafiti mobile application (the “Grafiti App”), including any content, functionality and services offered on or through the Website or Grafiti App (collectively, the “Services”), owned or controlled by Pundit, Inc., or its Ad companies (“Company” or “we” or “our” or “us”), whether as a guest or registered user (a “User”). These Terms of Service also apply to your use of the Services to purchase products (as defined below) through Company’s approved third-party manufacturers and retailers ("Vendors").

THESE TERMS OF SERVICE, OUR PRIVACY POLICY, WHICH CAN BE FOUND AT www.grafiti.co/privacy], AND ANY OTHER LEGAL NOTICES PUBLISHED BY US ON THE SERVICE, WHICH ARE INCORPORATED BY REFERENCE, SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SERVICES (THIS “AGREEMENT”). BY ACCESSING OR USING THE SERVICES YOU ARE ACCEPTING THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), INCLUDING, WITHOUT LIMITATION, THESE TERMS OF SERVICE, PRIVACY POLICY, AND ANY OTHER LEGAL NOTICES PUBLISHED BY US ON THE SERVICES.

You acknowledge and agree that, by accessing or using the Services or by selling or purchasing a work on or through the Services or by posting any content on the services, you are indicating that you have read, understand and agree to be bound by these terms, whether or not you have registered with the Services. If you do not agree to these terms and the privacy policy, then you have no right to access or use the Services.

IF YOU CHOOSE TO NOT AGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THESE TERMS OF SERVICE OR THE PRIVACY POLICY, YOUR CHOICE IS TO IMMEDIATELY STOP USING THE SERVICES. FOR THE AVOIDANCE OF ANY DOUBT, THE ONLY WAY TO NOT AGREE TO THE TERMS HEREOF IS TO NOT USE THE WEBSITE, THE GRAFITI APP OR ANY OTHER SERVICES.

By using the Website, Grafiti App and Services, you represent and warrant that:

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

2. DESCRIPTION OF SERVICES.

The Website and Grafiti App are an online platform and marketplace, which enables Users to publish, sell, comment on, promote, and purchase artwork and products that incorporate User-provided text, graphics, or imagery; interact with other users; and receive the benefits of Company’s products and services, including transaction handling, facilitating order fulfillment by Vendors; arranging for product manufacturing by Vendors; and facilitating payment.

3. CHANGES TO TERMS OF SERVICE.

Company reserves the right to revise and update these Terms of Service from time to time in its sole discretion. If we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Website or within the Grafiti App. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms of Service will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on the Website or within the Grafiti App. These changes will be effective immediately for new users of our Services. Continued use of the Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

4. ACCOUNTS.

4.1 Account Creation. In order to use the Services or certain features thereof, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. There is no fee to create an Account or otherwise use the Services, however, Company reserves the right to charge such a fee in the future. During the registration process you will be required to provide certain information and you will establish a username and a password. Upon completion of our registration process you will become a “Registered User.” You must be a Registered User to: (1) submit or upload User Content (as defined below) to be displayed and offered for sale through the Services, and/or (2) submit or upload User Content (as defined below) to be incorporated into physical or electronic products (the “Products”) that are offered for sale through the Services. You do not have to be a Registered User to view published Content on the Services or to make purchases through the Services. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. Company may suspend or terminate your Account in accordance with Section 4.4.

4.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

4.3 Social Networking Services. You may enable or log in to the Services via certain third- party social networking services (“SNS”), such as Facebook or Twitter (“SNS Accounts”), and become a Registered User of the Services. By logging in or directly integrating into the Services through an SNS, you are granting Company access to link your Account with your SNS Account. By granting Company access to any SNS Accounts, you understand that Company may access, make available and store (if applicable) any Content (as defined below) that you have provided to and stored in your SNS Account (“SNS Content”) so that it is available on and through the Services via your Account. Unless otherwise specified in the Terms of Service, all SNS Content shall be considered to be User Content for all purposes of the Terms of Service. Depending on the SNS Accounts you choose and subject to the privacy settings that you have set in such SNS Accounts, personally identifiable information that you post to your SNS Accounts may be available on and through your Account on the Services. Please note that if an SNS Account or associated service becomes unavailable or Company’s access to such SNS Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Services. However, please remember that the manner in which SNS use, store and disclose your information is governed solely by the policies of such third parties, and Company shall have no liability or responsibility for the privacy practices or other actions of any third-party site or service that may be enabled within the Services. Company is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with SNS. As such, Company is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such SNS. Company enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.

4.4 Termination of Account.

You agree that Company may, in its sole and exclusive discretion, and without any or prior notice, immediately suspend, disable, or terminate your Account, with or without cause, for any reason or no reason at all, and remove and discard any User Content you may have contributed to the Services. Company may also in its sole and exclusive discretion and at any time discontinue providing the Services, or any part thereof, with or without notice.

On termination of these Terms of Service for any reason, the rights and licenses granted to you hereunder will immediately terminate and the provisions of these Terms of Service that by their nature and context are intended to survive termination shall survive. Without limitation of the foregoing, Company shall have the right to retain copies of all User Content in its archives for its internal business purposes and legal purposes.

Further, you agree that Company shall not be liable to you or any third-party for any termination or suspension of your access to the Services. Should you object to provision of these Terms of Service or become dissatisfied with the Services in any way, your only recourse is to immediately discontinue your use of the Services and/or terminate your Account.

5. ACCESS TO THE SITE.

5.1 License. Subject to these Terms of Service, Company grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Services, solely for your own personal use and internal business use.

5.2 Certain Restrictions. The rights granted to you in these Terms of Service are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on the Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you shall not access the Services in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Services shall be subject to these Terms of Service. All copyright and other proprietary notices on the services (or on any content displayed on the Services) must be retained on all copies thereof.

5.3 Modification. Company reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.

5.4 No Support or Maintenance. You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Services, but Company reserves the right, on a case by case basis, to provide support or maintenance as the need arises.

5.5 Ownership. Subject to the terms hereof, particularly with respect to the license granted to Company in and to the User Content (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Website and Services are owned by Company. Neither these Terms of Service (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 5.1 Company reserves all rights not granted in these Terms of Service. There are no implied licenses granted under these Terms.

6. USER CONTENT.

6.1 Content; User Content. “User Content” means any and all artwork, recordings, photographs, graffiti, sketches, drawings, text, stitch files, video, digital images, information, data, works, trademarks, service marks, logo, or product specifications that you submit, upload, post or send to Company for placement on the Services or on physical or electronic products made by or for Company. You acknowledge and agree that you are solely responsible for any User Content that you make available and all Products you offer for sale through the Services, including without limitation, that you represent and warrant that you own or have obtained all required intellectual property and other rights in your User Content, including without limitation, the right to manufacture, distribute and sell Products that include your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You acknowledge and agree that you are responsible for the creation and compilation of your User Content, and that neither Company nor any other party involved with the production of any Product incorporating such User Content assumes that responsibility. Company’s production of any product depicting your User Content does not indicate that Company approves of the User Content, that the User Content obeys all applicable laws, or that you are absolved of any liability or harm arising from the use of the User Content.

6.2 Ownership and License. Each Registered User retains ownership to any copyright and any other intellectual property rights related to its User Content. By submitting, posting, displaying, sharing, or distributing User Content on or through the Services, you hereby grant to Company and its affiliates a perpetual, nonexclusive, royalty-free, fully paid, transferable, worldwide, assignable, sub-licensable right and license to use, publicly display, commercialize, exploit, publicly perform, publish, reproduce, modify, create derivative works from and distribute your User Content in any format or medium now known or later developed for the purpose of Company’s business, promoting your User Content, producing and promoting your Products, and providing other Services to you. In addition, you represent that Company may legally and lawfully advertise, exploit, commercialize, make and sell merchandise incorporating your User Content, or derivative works therefrom, without being obligated to make any payments to, or obtain any permission from, any User or any other third party. Further, by submitting, posting, displaying, sharing or distributing User Content on or through the Services, you grant directly to other users the right and license to view your User Content on or through the Services only in connection with such user’s authorized use of the Services. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. You may delete your User Content at any time, and upon the removal of the User Content by you, the above licenses will terminate within a commercially reasonable period of time after such deletion. Termination of your account does not terminate the foregoing license.

6.3 Representations. You hereby represent and warrant that:

6.4 Prohibited User Content. In connection with your use of the Services, you agree not to upload, download, display, perform, transmit, or otherwise distribute on or through the Services any User Content that:

6.5 User Content Disclaimers. You understand that you will be exposed to User Content and may purchase Products from a variety of Registered Users and that you rely on the User Content and purchase Products at your own risk. Company does not prescreen User Content or Products and is not responsible for examining or evaluating any User Content or Products offered through the Services, including without limitation, their accuracy, usefulness, or safety, or for determining whether the party offering the User Content or Products for sale has obtained all required rights to do so. We do not endorse any User Content submitted to the Services by any user, or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with User Content. Company takes no responsibility and assumes no liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto or in connection therewith, nor is Company liable for any mistakes, inaccuracies, infringements, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. As a provider of interactive services, Company is not liable for any statements, representations or User Content provided by its users. YOU HEREBY WAIVE ANY AND ALL STATUTORY, LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS AND ASSIGNS WITH RESPECT TO ANY ACTION OR INACTION, INCLUDING, WITHOUT LIMITATION, ANY ACTIVITIES, USER CONTENT, PRODUCTS, ACTIONS OR INACTIONS OF ANY THIRD PARTY IN CONNECTION WITH THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY ILLEGAL, DEFAMATORY, OFFENSIVE, OR UNAUTHORIZED CONDUCT BY ANY OF THE SERVICES’ USERS OR ANY OTHER CONDUCT.

6.6 No Obligation to Pre-Screen User Content. You acknowledge that Company has no obligation to prescreen, audit, track, correct, investigate, analyze, ascertain, review, revise, amend, alter, edit or monitor any of the User Content posted to or distributed through the Services, however, Company reserves the right, and has absolute discretion, to remove, screen or edit without notice any User Content posted or stored on the Services at any time and for any reason and without liability to you or any third party, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Services at your sole cost and expense. Further, Company reserves the right, if it determines, in its sole discretion, that certain User Content violates these Terms of Service, to terminate any Product orders incorporating such content and delete such content.

6.7 Prohibited Conduct. You may use the Services only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Services:

6.8 Storage of User Content. Unless expressly agreed to by Company in writing, Company has no obligation to store any of your User Content that you make available on the Services. Company has no responsibility or liability for the deletion or accuracy of any User Content, including your User Content; the failure to store, transmit or receive transmission of User Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. You agree that Company retains the right to create reasonable limits on Company’s use and storage of the User Content, including your User Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by Company in its sole discretion.

6.9 Feedback. You grant us the l, irrevocable, nonexclusive, royalty-free, fully paid, transferable, worldwide, assignable sub-licensable right and license to use any questions, comments, reviews, suggestions, ideas, message board postings, web forms, contest entries, communications or any and all other materials or information that you submit to us ("User Submissions") for any purpose, including, without limitation, marketing and other promotional purposes, and waive any claim arising from or relating to use of your User Submissions.

6.10 Indemnification. You agree to indemnify, defend and hold Company and its officer, directors, employees, agent, affiliates, successors and assigns harmless, including costs and attorneys’ fees, from any claim or demand made by any third party for any reason, including, due to, by reason of, or arising out of (a) your use of the Services, (b) your violation or breach of these Terms of Service or any other agreement, term, policy, standard or other governing provision on the Services, (c) your violation or breach of applicable laws or regulations or (d) your User Content or Products that include your User Conduct. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims, and you agree to reimburse us on a monthly basis with our reasonable attorneys’ fees and costs. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

7. SALES OF PRODUCTS.

7.1 Overview. Company facilitates your purchase of Products through the Services through its relationship with the Vendors. If you purchase Products through the Services, you acknowledge that all aspects occurring after placement of the order with Company, including, for example, the printing, packaging, delivery and shipment of any Product or creation of other physical medium Products is performed by such Vendors and Company’s role is to assist, facilitate and support such order process pursuant to these Terms of Sale.

7.2 Orders. Users submit all orders to Company via the Services, and all requested order information must be provided for Company to accept an order. You agree that your order is an offer to buy, under these Terms of Service, all Products listed in your order. You are responsible for the accuracy of all order information you submit, including a correct delivery address and postal zip code, up-to-date telephone number, and email address. Company is not responsible for delays in processing or fulfilling orders caused by incomplete or incorrect order information.

We may choose not to accept any orders in our sole and exclusive discretion. For products purchased and ordered through the Services, after Company has received your order, you will receive a confirmation e-mail from the Vendor with your order number and details of the items you have ordered. Acceptance of your order and the formation of the contract of sale between us and you will not take place unless and until you have received your order confirmation e-mail from the Vendor, and you agree that we have no responsibility over any aspect occurring after placement of the Order with Company, including, printing, packaging, delivery and shipment of your order, as it is fulfilled.

Once an order has been accepted, you may not cancel the order. Company reserves the right to cancel any order for any Product that for any reason or no reason, including orders that may violate the intellectual property rights of a third party and will notify the purchaser that the order has been canceled.

7.3 Pricing; Payment Terms; Fees.

7.4 Product Downloads; Shipping; Delivery; Title and Risk of Loss. If you purchase any downloadable Products, such as a photograph or video, such download will be made available to you through the Services upon Company’s receipt of your valid payment. If you purchase any physical medium Products (i.e., shirts or hats) through the Services, the Vendor will arrange for shipment of the Products to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process. Title to the goods and risk of loss pass to you upon the Vendor’s transfer of the products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

7.5 Returns and Exchanges. Company may work with you to address any issues related to Products, but will only be responsible for returns or refusal of Products if such Products have clear manufacturing defects not caused by any user-generated mistakes, typos, image, errors or defects including spelling, typographical or grammatical errors, poor image quality derived from low-resolution images, order quantity or other ordering errors. If you receive a damaged Product, you must contact Company customer service within three business days, otherwise you shall be deemed to have accepted such Product without any further recourse or rights against Company.

7.6 Information for Sellers.

8. THIRD-PARTY LINKS & ADS; OTHER USERS.

8.1 Third-Party Links & Ads. The Services may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads. Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

8.2 Other Users and Disputes with Users. You acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. Company cannot and does not assume responsibility for the accuracy, completeness, safety, reliability, timeliness, innocuousness, legality or applicability of anything said, written, posted, displayed or otherwise made available by any User. Your interactions with other Users are solely between you and such Users. You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.

8.3 Release. You hereby release and forever discharge the Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including any interactions with, or act or omission of, other Users or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

9. DISCLAIMER OF WARRANTIES.

YOU EXPRESSLY AGREE THAT USE OF THE SERVICES (INCLUDING, WITHOUT LIMITATION, THE WEBSITE AND GRAFITI APP), IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS AND ASSIGNS, EXPLICITLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY MAKES NO WARRANTY THAT THE WEBSITE, SERVICES OR USER CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. COMPANY MAKES NO WARRANTY REGARDING THE QUALITY OF ANY WORKS, SERVICES, USER CONTENT OR PRODUCTS PURCHASED OR OBTAINED THROUGH THE SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SITE OR SERVICES.COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCTS, OR SERVICES ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF PRODUCTS OR SERVICES THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

10. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS AND ASSIGNS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OF SERVICE OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF PUNIDT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50.00). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

11. COPYRIGHT INFRINGEMENT CLAIMS.

Company respects the intellectual property rights of others. It is our policy to respond promptly any claim that User Content posted on the Services infringes the copyright or other intellectual property rights (“Infringement”) of any person. Company will use reasonable efforts to investigate notices of alleged Infringement and will take appropriate action under applicable intellectual property laws and these Terms of Service where it believes an Infringement has taken place, including removing or disabling access to the User Content claimed to be infringing and/or terminating Accounts and access to the Services.

To notify Company of a possible Infringement you must submit your notice in writing to the attention of “Copyright Infringement” care of copyright@getpundit.com and include in your notice a detailed description of the alleged Infringement sufficient to enable Company to make a reasonable determination. Please note that you may be held accountable for damages (including costs and attorneys’ fees) for misrepresenting that any User Content is infringing your copyright.

If we remove or disable access to User Content in response to a notice of Infringement, we will make reasonable attempts to contact the User who posted the affected User Content. If you feel that your User Content is not infringing, you may provide Company with a counter notice in writing to the attention of “Copyright Infringement Counter Notification” at copyright@getpundit.com. You must include in your counter notice sufficient information to enable Company to make a reasonable determination. Please note that you may be held accountable for damages (including costs and attorneys' fees) if you materially misrepresent that your User Content is not infringing the copyrights of others.

If you have any questions about copyright infringement or the notification and counter-notification process under the Digital Millennium Copyright Act (the “DMCA”), we recommend that you speak with an attorney.

11.1 Digital Millennium Copyright Act - Notification of Alleged Copyright Infringement.

11.2 Filing a DMCA Notice to Remove Copyright-Protected User Content.

If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide us (either directly or through your authorized representative) with a written notice containing the following information:

11.3 Filing a DMCA Counter-Notice to Restore User Content Removed from the Services.

If you believe that your material has been removed by mistake or misidentification, please provide Company with a written counter-notification containing the following information:

12. GOVERNING LAW AND ARBITRATION.

12.1 Governing Law. This Agreement shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles.

12.2 Mandatory Arbitration. For any dispute you have with Company, you agree to first contact Company and attempt to resolve the dispute informally. If Company has not been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. The arbitration will be conducted in Delaware in the United States. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. This arbitration agreement survives the termination of this Agreement between you and Company.

12.3 Waivers of Class Action and Trial by Jury. YOU AND COMPANY BOTH WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION INVOLVING DISPUTES BETWEEN US, AND YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. THIS CLASS ACTION WAIVER IS AN ESSENTIAL PART OF OUR ARBITRATION AGREEMENT AND MAY NOT BE SEVERED. IF FOR ANY REASON THIS CLASS ACTION WAIVER IS FOUND UNENFORCEABLE, THEN THE ENTIRE ARBITRATION AGREEMENT WILL NOT APPLY. HOWEVER, THE WAIVER OF THE RIGHT TO TRIAL BY JURY SET FORTH IN THIS SECTION WILL REMAIN IN FULL FORCE AND EFFECT.

12.4 Other Remedies. Notwithstanding the foregoing, either party may bring an individual action in small claims court. Nothing in this Section precludes you from bringing issues to the attention of federal, state or local agencies. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Service.

12.5 Time Limitations. YOU HEREBY WAIVE AND FOREVER RELINQUISH ANY STATUTE OF LIMITATIONS OR STATUTE OF REPOSE RELATING IN ANY CLAIM ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT. YOU AND COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS OF SERVICE MUST COMMENCE WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES, REGARDLESS OF WHEN YOU FIRST DISCOVERED OR SHOULD HAVE DISCOVERED THE FACTS SUPPORTING THE CAUSE OF ACTION. YOU HEREBY WAIVE, AND AGREE NOT TO ASSERT, ANY ARGUMENT TO TOLL OR OTHERWISE DELAY THE BEGINNING OF ANY TEMPORAL LIMITATIONS TO BRING A CLAIM ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS OF SERVICE. YOU FURTHER AGREE THAT UPON EXPIRATION OF THE TIME LIMITATION HEREIN YOU SHALL NO LONGER HAVE ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS OF SERVICE.

13. GENERAL.

13.1Disclosure. In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect Company’s systems and users, or to ensure the integrity and operation of Company’s business and systems, Company may access and disclose any information it considers necessary or appropriate, including, without limitation, account information (i.e. name, email address, etc.), IP addressing and traffic information, usage history, and posted User Content. Company right to disclose any such information, as applicable, shall be pursuant to the terms of Company’s Privacy Policy. Please see Company’s Privacy Policy for the terms of our personal information collection and use practices with respect to the Service.

13.2 Notice for California Users. Under California Civil Code Section 1789.3, California users of the online services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

13.3 Contact Information.
Pundit, Inc.
12575 Beatrice St.
Los Angeles, CA 90036

Or, email Company at the following address:
founders@www.grafiti.co