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Pundit Terms of Use

Effective Date: August 6, 2015
Last Updated Date: February 19, 2016

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

BY ACCESSING OR USING THIS WEBSITE OR ANY OTHER WEBSITES OF Pundit, INC. ("Pundit" OR "WE") WITH LINKS TO THIS TERMS OF USE (COLLECTIVELY, THE "WEBSITE") IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE (EACH A "SERVICE"" AND COLLECTIVELY, THE "SERVICES") BY Pundit OR USERS OF THE SITE ("USERS"), CLICKING ON THE "I ACCEPT" BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR MERELY BROWSING THE WEBSITE, OR BY DOWNLOADING ANY OF OUR MOBILE APPLICATIONS ("APP"), YOU REPRESENT THAT

  1. YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE,

  2. YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH Pundit, AND

  3. YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THE TERMS OF USE.

THE TERM "YOU" REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED WITH US. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

THE TERMS OF USE INCLUDE A CLASS ACTION WAIVER AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS.

Your use of, and participation in, certain Services may be subject to additional terms ("Supplemental Terms") and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the "Terms."

Pundit knows that your privacy is important. For this reason, we have created a privacy policy that describes our collection, use and disclosure practices regarding any personal information that you provide to us.

PLEASE NOTE THAT The Terms are subject to change by Pundit in its sole discretion at any time. When changes are made, Pundit will make a new copy of the Terms of Use available at the Website and within the App and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website or within the App. We will also update the “Last Updated” date at the top of the Terms of Use.

If we make any material changes, and you have registered with us to create an Account (as defined in Section 4.1 below), we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms. Any changes to the Terms will be effective immediately for new Users of the Website, the App and/ or Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing Users, provided that any material changes shall be effective for Users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users (defined in Section 4.1 below).

Pundit may require you to provide consent to the updated Terms in a specified manner before further use of the Website, the App and/ or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website, the App and/or the Services. Otherwise, your continued use of the Website, the App and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

1. Responsibility for Content.

1.1 Types of Content.
You acknowledge that all recordings and other information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials ( “Content”) accessible through the Pundit Properties is the sole responsibility of the party from whom such Content originated. When we use the phrase “Pundit Properties,” we mean the App, the Website, the Services, and the information and content available on any of the foregoing. This means that you, and not Pundit, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Pundit Properties ("Your Content”), and other Users of the Pundit Properties, and not Pundit, are similarly responsible for all Content they Make Available through the Pundit Properties (“User Content”). Your Content includes Content from a third party that you Make Available on the Pundit Properties. Basically, make sure you have the right to add Content before you put that Content on our Service.

1.2 License to Your Content.
You grant Pundit a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, publicly display, create derivative works of, derive revenue or other remuneration form, communicate to the public, and other exploit in any way, Your Content (in whole or in part) and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right, including moral rights, that may exist in Your Content. We encourage and permit broad re-use of Content on the Pundit Properties.

You agree that the license granted above includes the right for Pundit to provide, promote, and improve the Services and to make Content submitted to or through the Services available offline or to other companies, organizations or individuals who partner with Pundit for the syndication, broadcast, distribution or publication of such Content on other media and services, subject to our terms and conditions for such Content use. You agree that you, not Pundit, are responsible for all of Your Content that you Make Available on or in the Pundit Properties and our use thereof.

You understand that your Content may be syndicated, broadcast, distributed, or published by our partners and if you do not have the right to submit Content for such use, it may subject you to liability. We will not be responsible or liable for any use of your Content by us in accordance with these Terms. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. If you want to publish Content of someone other than yourself, you must get permission from the individuals portrayed in the Content before using the content through our Services.

The above licenses will continue unless and until you specifically remove the specific elements of Your Content from the Pundit Properties, in which case the licenses will terminate within a commercially reasonable period of time after such deletion. Termination of your account does not terminate the foregoing license.

1.3 No Obligation to Pre-Screen Content.
You acknowledge that Pundit has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although Pundit reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Pundit pre-screens, refuses or removes any Content, you acknowledge that Pundit will do so for Pundit’s benefit, not yours. Without limiting the foregoing, Pundit shall have the right to remove any Content that violates the Terms or is otherwise objectionable.

1.4 Storage.
Unless expressly agreed by Pundit in writing elsewhere, Pundit has no obligation to store any of Your Content that you Make Available on the Pundit Properties. Pundit has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Pundit Properties. You agree that Pundit retains the right to create reasonable limits on Pundit’s use and storage of the Content, including Your 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 Pundit in its sole discretion.

1.5 Display.
We reserve the right to commercialize Your Content in any way, including by including advertising in and around Your Content. As we do not control any advertising, you hereby agree and acknowledge to the juxtaposition of any advertising around Your Content. In addition, you acknowledge and agree that you will have no right to any revenue or fees we may obtain or receive in connection with Your Content. We may modify, create derivative works of, or adapt your Content in order to transmit, display or distribute it over computer networks and in various or different media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media.

1.6 Your Content.
In connection with your use of the Pundit Properties, you shall not Make Available any Content that:

In addition, should the User upload a photo of himself or herself to his or her Profile while utilizing a ‘duckface’ expression, he or she is liable to Pundit for the sum of one million (US $1,000,000.00) dollars.

…Just kidding! We wouldn’t do that to you. But imagine! Imagine if we did! We could say anything on here, you’re not even reading it. Ha ha.

2. App.

2.1 App License.
Subject to your compliance with the Terms, Pundit grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the App on a single mobile device or computer that you own or control and to run such copy of the App solely for your own personal or internal business purposes. Furthermore, with respect to any App accessed through or downloaded from the Apple App Store (an "App Store Sourced App”), you will only use the App Store Sourced App

2.2 Media Uploads.
Certain features of the Services through the App require access to and use of your mobile device's contacts or media storage Apps (e.g., to use a photo in your image gallery). Although you may decide whether or not to use these features, on Android devices you grant us permission to access this feature as part of the installation process. If you later decide to revoke this permission, you can do so by following the standard uninstall process and removing the App from your device. Alternatively, on iOS devices, you can grant or revoke your consent at any time and prevent us from continuing to access your media storage Apps by changing the settings on your device. You hereby authorize the App to access such components of your mobile device.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT BY USING THE SERVICES MEDIA MAY BE SENT FROM YOUR MOBILE DEVICE TO Pundit AND YOU ACCEPT SUCH TRANSMISSION AS A CONDITION OF USAGE.

All media you upload will be part of Your Content (as defined below).

2.3 Location-Based Information.
When you use our Services on a mobile device, we may also collect location information from the GPS functionality on your device. You hereby authorize us and our Services to take such actions and access such data. You can grant or revoke your consent at any time and prevent us from continuing to access your GPS information by changing the settings on your device. You hereby authorize the App to access such components of your mobile device.

2.4 App Stores.
You acknowledge and agree that the availability of the App and the Services is dependent on the third party from whom you received the App license, e.g., the Apple iPhone or Android app stores (“App Store”). You acknowledge that the Terms are between you and Pundit and not with the App Store. Pundit, not the App Store, is solely responsible for the Pundit Properties, including the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Pundit Properties, including the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the Pundit Properties, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms and will have the right to enforce them.

2.5 Open-Source Software.
Certain software code incorporated into or distributed with the App may be licensed by third parties under various “open-source” or “public-source” software licenses (such as the GNU General Public License, the GNU Lesser General Public License, the Apache License, the Berkeley Software Distribution License, and the Sun Public License) (collectively, the “ Open Source Software”). Notwithstanding anything to the contrary in this EULA, the Open Source Software is not licensed under Section 2.1 and instead is separately licensed pursuant to the terms and conditions of their respective open-source software licenses. You agree to comply with the terms and conditions of such open-source software license agreements.

2.6 Accessing and Download the App from iTunes.
The following applies to any App Store Source App:

2.7 Mobile Communications.
If you request to receive updates or other information by mobile phone or text message, you consent to receiving text messages from us and our otherwise communicating with you via your mobile device. We do not charge for this Service. However, your carrier's standard messaging, data and other rates and fees still apply to any messages you send, our confirmations and all subsequent SMS correspondence and/or transmissions. You should check with your carrier to find out what plans are available and how much they cost. All charges are billed by and payable to your mobile service provider.

At any time, you may text STOP to cancel or HELP for customer support information. We will not be liable for any delays in the receipt of any SMS messages as delivery is subject to effective transmission from your mobile service operator.

3. Use of the Services and Pundit Properties.

3.1 Usage.
The Pundit Properties are protected by copyright laws throughout the world. Subject to the Terms, Pundit grants you a limited license to reproduce portions of the Pundit Properties for the sole purpose of using the Services for your personal or internal business purposes.

3.2 Updates.
You understand that the Pundit Properties are evolving. As a result, Pundit may require you to accept updates to the Pundit Properties that you have installed on your computer or mobile device. You acknowledge and agree that Pundit may update the Pundit Properties with or without notifying you. You may need to update third-party software from time to time in order to use the Pundit Properties.

3.3 Certain Restrictions.
The rights granted to you in the Terms are subject to the following restrictions:

3.4 Third-Party Materials.
As a part of the Pundit Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for Pundit to monitor such materials and that you access these materials at your own risk.

4. Registration.

4.1 Registering Your Account.
In order to access certain features of the Pundit Properties you may be required to become a Registered User. For purposes of the Terms, a “Registered User” is a User who has registered an account with Pundit ( “Account”) or has a valid account on a social networking service ( “SNS”) through which he or she connects to the Services and become a Registered User (each such account, a “Third-Party Account”).

4.2 Access Through a SNS.
When you access the Services through a SNS, you will link your Account with Third-Party Accounts, by allowing Pundit to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to grant Pundit access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Pundit to pay any fees or making Pundit subject to any usage limitations imposed by such third-party service providers.

By granting Pundit access to any Third-Party Accounts, you understand that Pundit may access, make available and store (if applicable) any Content that you have provided to and stored in your Third-Party Account ( “SNS Content”) so that it is available on and through the Pundit Properties via your Account. Unless otherwise specified in the Terms, all SNS Content shall be considered to be Your Content for all purposes of the Terms.

Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Pundit Properties. Please note that if a Third-Party Account or associated service becomes unavailable or Pundit’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Pundit Properties.

You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section of the Website.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND Pundit DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.

Pundit makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Pundit is not responsible for any SNS Content.

4.3 Registration Data.
In registering for the Services, you agree to

  1. provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”), and

  2. maintain and promptly update the Registration Data to keep it true, accurate, current and complete.

You represent that you are

  1. at least thirteen (13) years old,

  2. of legal age to form a binding contract, and

  3. not a person barred from using the Pundit Properties under the laws of the United States, your place of residence or any other applicable jurisdiction.

You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Pundit Properties by minors. You may not share your Account or password with anyone, and you agree to

  1. notify Pundit immediately of any unauthorized use of your password or any other breach of security,

  2. exit from your Account at the end of each session.

If you provide any information that is untrue, inaccurate, not current or incomplete, or Pundit has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Pundit has the right to suspend or terminate your Account and refuse any and all current or future use of the Pundit Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. Pundit reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Pundit Properties if you have been previously removed by Pundit, or if you have been previously banned from any of the Pundit Properties.

4.4 Necessary Equipment and Software.
You must provide all equipment and software necessary to connect to the Pundit Properties, including but not limited to, a mobile device that is suitable to connect with and use the Pundit Properties, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Pundit Properties.

5. Ownership.

5.1 Pundit Properties.
Except with respect to Your Content and User Content, you agree that Pundit and its suppliers own all rights, title and interest in the Pundit Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or the Pundit Properties.

5.2 Trademarks.
Pundit and other related graphics, logos, service marks, emojis, and trade names used on or in connection with the Pundit Properties or in connection with the Services are the trademarks of Pundit and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Pundit Properties are the property of their respective owners.

5.3 Other Content.
Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in the Pundit Properties.

5.4 Your Content.
Pundit does not claim ownership of Your Content. However, when you as a User post or publish Your Content on or in the Pundit Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.

5.5 Username.
Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on the Pundit Properties, you hereby expressly permit Pundit to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.

5.6 Your Account.
Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Pundit.

5.7 Your Profile.
Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter. You may not post or submit for print services a photograph of another person without that person’s permission.

5.8 Feedback.
You agree that submission of any ideas, suggestions, documents, and/or proposals to Pundit through its suggestion, feedback, wiki, forum or similar pages ( “Feedback”) is at your own risk and that Pundit has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Pundit a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Pundit Properties.

6. User Conduct.

6.1 Commercial Activities.
You agree that you will not, under any circumstances (except to the extent expressly authorized by the Terms):

6.2 Unauthorized Use or Access.
You agree that you will not, under any circumstances:

6.3 General. In connection with your use of the Pundit Properties, you shall not:

7. Investigations.

Pundit may, but is not obligated to, monitor or review the Pundit Properties and Content at any time. Without limiting the foregoing, Pundit shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although Pundit does not generally monitor user activity occurring in connection with the Pundit Properties or Content, if Pundit becomes aware of any possible violations by you of any provision of the Terms, Pundit reserves the right to investigate such violations, and Pundit may, at its sole discretion, immediately terminate your license to use the Pundit Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you. As a result of any investigation, we may label Your Content in the future as having possibly sensitive content and including a warning message with such Content.

8. Interactions with Other Users.

<8.1 User Responsibility.
You are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Services; provided, however, that Pundit reserves the right, but has no obligation, to intercede in such disputes. You agree that Pundit will not be responsible for any liability incurred as the result of such interactions.

8.2 Your Content.
Pundit is not responsible for and does not control how other Users use Your Content once exported or downloaded from the Pundit Properties. Any such use of Your Content by such other Users (including any modification or derivative works thereof) is not subject to our Terms. Pundit has no way to review or monitor, and does not approve, endorse or make any representations or warranties with respect to the use of Your Content. You provide Your Content at your own risk.

8.3 Content Provided by Other Users.
The Pundit Properties may contain User Content provided by other Users. Pundit is not responsible for and does not control User Content. Pundit has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk. We may delete User Content in our discretion.

9. Third-Party Services.

The Pundit Properties may contain links to third-party websites (“Third-Party Websites”) and advertisements for third parties (collectively, “Third-Party Websites & Ads”). When you click on a link to a Third-Party Website or Ad, we will not warn you that you have left the Pundit Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites are not under the control of Pundit. Pundit is not responsible for any Third-Party Websites & Ads. Pundit provides these Third-Party Websites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites & Ads, or their products or services. You use all links in Third-Party Websites & Ads at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

10. Fees.

We do not currently charge fees for the use of any component of the Pundit Properties or any features thereof, but we reserve the right to do so in the future.

11. Indemnification.

You agree to indemnify and hold Pundit, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Pundit Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of:

Pundit reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Pundit in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to the Pundit Properties.

12. Disclaimer of Warranties.

12.1 As Is.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE Pundit PROPERTIES IS AT YOUR SOLE RISK, AND THE Pundit PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. Pundit PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

12.2 Beta Features.
From time to time, Pundit may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Pundit’s sole discretion. The provisions of this section apply with full force to such features or tools.

12.3 No Liability for Conduct of Third Parties.
YOU ACKNOWLEDGE AND AGREE THAT Pundit PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD Pundit PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

12.4 No Liability for Conduct of Other Users.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE Pundit PROPERTIES. YOU UNDERSTAND THAT Pundit DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE Pundit PROPERTIES.

13. Limitation of Liability.

13.1 Disclaimer of Certain Damages.
YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL Pundit PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE Pundit PROPERTIES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT Pundit HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE Pundit PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM:

  1. THE USE OR INABILITY TO USE THE Pundit PROPERTIES,

  2. THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE Pundit PROPERTIES,

  3. UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA,

  4. STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE Pundit PROPERTIES, OR

  5. ANY OTHER MATTER RELATED TO THE Pundit PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

13.2 Cap on Liability.
UNDER NO CIRCUMSTANCES WILL Pundit PARTIES BE LIABLE TO YOU FOR MORE THAN TWENTY FIVE DOLLARS (US $25.00).

13.3 User Content.
Pundit PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

13.4 Basis of the Bargain.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Pundit AND YOU.

13.5 EXCLUSION OF DAMAGES.
CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

14. Procedure for Making Claims of Copyright Infringement.

It is Pundit’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Pundit by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Pundit Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:

  1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest,

  2. a description of the copyrighted work that you claim has been infringed,

  3. a description of the location on the Pundit Properties of the material that you claim is infringing,

  4. your address, telephone number and e-mail address,

  5. 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

  6. 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. Contact information for Pundit’s Copyright Agent for notice of claims of copyright infringement is as follows: copyright@getPundit.com

15. Term and Termination.

15.1 Term.
The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Pundit Properties, unless terminated earlier in accordance with the Terms.

15.2 Prior Use.
Notwithstanding the foregoing, if you used the Pundit Properties prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used the Pundit Properties (whichever is earlier) and will remain in full force and effect while you use the Pundit Properties, unless earlier terminated in accordance with the Terms.

15.3 Termination of Services by Pundit.
Pundit has the right to modify, suspend or terminate any Services provided to you at any time without or without reason. You agree that all terminations for cause shall be made in Pundit’s sole discretion.

15.4 Termination of Services by You.
If you want to terminate the Services provided by Pundit, you may do so by notifying Pundit at any time. Your notice should be sent, in writing, to Pundit's address set forth below.

15.5 Effect of Termination.
Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Pundit will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

16. Remedies.

16.1 Violations.
If Pundit becomes aware of any possible violations by you of the Terms, Pundit reserves the right to investigate such violations. If, as a result of the investigation, Pundit believes that criminal activity has occurred, Pundit reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Pundit is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Pundit Properties, including Your Content, in Pundit’s possession in connection with your use of the Pundit Properties, to

  1. comply with applicable laws, legal process or governmental request,

  2. enforce the Terms,

  3. respond to any claims that Your Content violates the rights of third parties,

  4. respond to your requests for customer service, or

  5. protect the rights, property or personal safety of Pundit, its Users or the public, and all enforcement or other government officials, as Pundit in its sole discretion believes to be necessary or appropriate.

16.2 Breach.
In the event that Pundit determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for the Pundit Properties, Pundit reserves the right to:

16.3 No Subsequent Registration.
If your registration(s) with or ability to access the Pundit Properties, or any other Pundit community is discontinued by Pundit due to your violation of any portion of the Terms or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Pundit Properties or any Pundit community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Pundit Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Pundit reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

17. General Provisions.

17.1 Electronic Communications.
The communications between you and Pundit use electronic means, whether you visit the Pundit Properties or send Pundit e-mails, or whether Pundit posts notices on the Pundit Properties or communicates with you via e-mail. For contractual purposes, you

  1. consent to receive communications from Pundit in an electronic form, and

  2. agree that all terms and conditions, agreements, notices, disclosures, and other communications that Pundit provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.
The foregoing does not affect your statutory rights.

17.2 Release.
You hereby release Pundit Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Pundit Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of the Pundit Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “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.”

17.3 Assignment.
The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Pundit’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

17.4 Force Majeure. Pundit shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

17.5 Compliance.
If you believe that Pundit has not adhered to the Terms, please contact Pundit by emailing us at founders@getPundit.com. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.

17.6 Limitations Period.
YOU AND Pundit AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, THE Pundit PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

17.7 Arbitration Agreement; Class Waiver; Waiver of Trial by Jury.
Please read this Section (“Arbitration Agreement”) carefully. It is part of your contract with Pundit and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

17.8 Governing Law.
The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the App of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

17.9 Choice of Language.
It is the express wish of the parties that the Terms and all related documents have been drawn up in English. C’est law volone expresse des parties que la presente convention ainsi que les documents qui s’y rattacent soient rediges en anglais.

17.10 Notice.
Where Pundit requires that you provide an e-mail address, you are responsible for providing Pundit with your most current e-mail address. In the event that the last e-mail address you provided to Pundit is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Pundit’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Pundit at the following address:

Pundit, Inc.
481 Broadway, 4th Floor
New York, NY 10013

Or, email Pundit at the following address:
founders@getPundit.com.

Such notice shall be deemed given when received by Pundit by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

17.11 Waiver.
Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

17.12 Severability.
If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

17.13 Export Control.
You may not use, export, import, or transfer the Pundit Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Pundit Properties, and any other applicable laws. In particular, but without limitation, the Pundit Properties may not be exported or re-exported

By using the Pundit Properties, you represent and warrant that You also will not use the Pundit Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Pundit are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Pundit products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

17.14 Consumer Complaints.
In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

17.15 Entire Agreement.
The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

18. International Provisions.
The Pundit Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Pundit intends to announce such Services or Content in your country. The Pundit Properties are controlled and offered by Pundit from its facilities in the United States of America. Pundit makes no representations that the Pundit Properties are appropriate or available for use in other locations. Those who access or use the Pundit Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.

18.1 United Kingdom.
A third party who is not a party to the Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Terms, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.

18.2 Germany.
Notwithstanding anything to the contrary in Section 13, Pundit is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations
(vertragswesentliche Pflichten).