Terms and Conditions of Use

By accessing or using this website (the “Site”) of Allintus and its affiliates (collectively, “ALLINTUS”), you hereby accept and agree to comply with these Terms and Conditions of Use. You acknowledge your understanding that these Terms and Conditions of Use constitute a binding agreement between you and ALLINTUS (sometimes referred to as “we,” “our,” or “us”) and governs your access and use of the Site (whether as a guest or registered user), which includes any images, text, illustrations, designs, icons, logos, photographs, programs, music clips, downloads, resources, video clips, graphics, user interfaces, visual interfaces, information, data, tools, products, written materials, services and other content, and Resource Materials (defined below), as well as the design, structure, selection, coordination, expression and arrangement of the Content available on or through the Site (individually or collectively as the context may require, “Content”).

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THE SITE. EACH TIME YOU USE THE SITE, YOUR USE AFFIRMS YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THESE TERMS AND CONDITIONS OF USE AND OUR PRIVACY POLICY, FOUND AT [PRIVACY POLICY URL], INCORPORATED HEREIN BY REFERENCE, AS MAY BE UPDATED FROM TIME TO TIME. IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS OF USE OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE SITE.

YOUR COMPLIANCE WITH THESE TERMS AND CONDITIONS OF USE AND ALL OTHER RULES, PROCEDURES, POLICIES, TERMS AND CONDITIONS THAT GOVERN ALL OR ANY PORTION OF THE SITE IS A CONDITION TO YOUR RIGHT TO ACCESS THE SITE. YOUR BREACH OF ANY PROVISION OF THESE TERMS AND CONDITIONS OF USE OR OTHER RULES, PROCEDURES, POLICIES, TERMS AND CONDITIONS THAT GOVERN ALL OR ANY PORTION OF THE SITE WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE SITE AND YOU MAY BE HELD LIABLE FOR CONVERSION, MISAPPROPRIATION, TRESPASS TO CHATTELS, AMONG OTHER CLAIMS AND CAUSES, REGARDLESS OF THE IDENTITY OF CLAIMANT OR INJURED PARTY, ARISING FROM OR RELATING TO YOUR CONTINUED USE OF THE SITE AFTER SUCH BREACH.

At any time and for any reason, ALLINTUS may revoke your right to use all or any portion of the Site.

Updates to the Site and Terms:

ALLINTUS reserves the right to make changes to the Site and these Terms and Conditions of Use in our sole discretion at any time without prior notice to you. All changes are effective immediately. Your continued use of the Site following the posting of revised Terms and Conditions of Use means that you accept and agree to the changes. For this reason, each time you use the Site, you should visit this page and review the then-current Terms and Conditions of Use that apply to your use of the Site, as they are binding on you. ALLINTUS also reserves the right to withdraw the Site and any service or material we provide (including as may be provided through any broker or client portals) on the Site, in our sole discretion, without notice. ALLINTUS is not liable if for any reason all or any part of the Site is unavailable for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users, brokers, and/or clients.

Account Security:

To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete. You agree that all information you provide to register with this Site or otherwise, including, but not limited to, through the use of any interactive features on the Site, is governed by ourPrivacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms and Conditions of Use.

Prohibited Uses:

You may use the Site only for lawful purposes and in accordance with these Terms and Conditions of Use. You agree not to use the Site:

  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • To send, knowingly receive, upload, download, use, or re-use any material that does not comply these Terms and Conditions of Use.
  • To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
  • To impersonate or attempt to impersonate ALLINTUS, an ALLINTUS employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen/user names associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm ALLINTUS or users of the Site, or expose them to liability.

Additionally, you agree not to:

  • Use the Site in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Site, including their ability to engage in real time activities through the Site.
  • Use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site.
  • Use any manual process to monitor or copy any of the material on the Site, or for any other purpose not expressly authorized in these Terms and Conditions of Use, without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Site.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site.
  • Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Site.

Site Security:

Tampering with any portion of the Site, providing untruthful or inaccurate information, misrepresenting your identity, or conducting fraudulent activities on the Site, whether or not through the use of agents, are prohibited and constitute a breach of these Terms and Conditions of Use.

Without limiting the obligations and limitations regarding prohibited uses set forth above, you agree not to use the Site in any manner that violates or attempts to violate the security of the Site, including, without limitation, (a) accessing data not intended for you or logging onto a server or an account that you are not authorized to access; (b) disabling, removing, defeating, or avoiding any security device or system, including, without limitation, any password and login functionality used to authenticate users; (c) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (d) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, overburdening, damaging, “flooding,” “spamming,” “mailbombing” or “crashing”; (e) sending unsolicited email, including promotions and/or advertising of products or services; (f) forging any TCP/IP packet header or any part of the header information in any email or posting; (g) using or attempting to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site other than the search engine and search agents available on the Site and other than generally available third-party web browsers; (h) reverse engineering, decompiling or disassembling the underlying software; (i) removing any notices, warnings, labels, annotations or instructions from any portion of the Site or any related material, including, without limitation, any patent, trademark, copyright, or other proprietary notices or license provisions; or (j) otherwise invading the privacy of, obtaining the identity of, or obtaining any personal information about any user of the Site.

Any violations of system or network security, including attempts to intentionally access a computer without authorization or exceed your authorized access level, may result in civil and criminal charges, including but not limited to charges under the Computer Fraud and Abuse Act (18 U.S.C. §1030). ALLINTUS may investigate occurrences that might involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. We may, without prior notice or warning of any kind, restrict or terminate the access of any and all users to the Site if we reasonably conclude that such restriction or termination is necessary to prevent, or prevent the further spread, of a virus, security breach or system malfunction.

Ownership of Materials on Site:

These Terms and Conditions of Use permit you to use the Site and the Contents as expressly set forth herein. You may download or copy Content only to the extent such download is expressly permitted by ALLINTUS in writing. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Content, the Site or any related software.

Unless otherwise noted, the Site, all Contents, features, and functionality, are copyrights, trademarks, trade dress and/or other intellectual property owned, controlled, or licensed by ALLINTUS or by third parties who have licensed their materials to ALLINTUS and are protected by U.S. and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The compilation of all Contents on the Site is the exclusive property of ALLINTUS and is also protected by U.S. and international copyright laws. We reserve all rights that are not expressly granted to you under this Agreement.

Allintus℠ is a trademark/service mark of ALLINTUS. Nothing on the Site or in these Terms and Conditions of Use shall be interpreted as granting any license or right to use, copy, download, reproduce, display, or distribute, any image, trademark, trade dress, logo, trade name, or service mark on the Site in any way without prior written permission from ALLINTUS, except as an integral part of any authorized copy of the Site or Content. ALLINTUS reserves all rights with respect to copyright and trademark ownership of all material on the Site and will enforce such rights to the full extent of the law.

Use of Resource Materials:

From time to time on our Site, we may offer certain resources and reference materials, such as educational or marketing materials, to registered users (“Resource Materials”). If you request, purchase, or download any Resource Materials from our Site, these Terms and Conditions of Use shall govern your use of such Resource Materials, unless otherwise agreed upon in writing. You understand that your receipt, purchase, download, and/or use of such Resource Materials is for reference only and is not customized to your particular needs, unless otherwise expressly agreed upon in writing. ALLINTUS grants you a limited, personal, non-exclusive, non-transferable license to use the Resource Materials for your own personal, internal business use, or, if you are a registered user broker, for your client. Except as otherwise provided, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance, or in any way exploit any of the Resource Materials in any matter, except for limited modifications in adding your branding where expressly permitted. You shall not remove any copyright notice or ALLINTUS trademarks/service marks from any Resource Materials. By ordering or downloading Resource Materials, you agree that the Resource Materials you request, purchase, or download may only be used by you for your personal or business use or used by you in connection with your client and may not be sold or redistributed without the express written consent of ALLINTUS.

Any permission granted to you terminates automatically without notice if you breach any of the terms or conditions of these Terms and Conditions of Use. Upon any such termination, you agree to immediately destroy any downloaded, copied, or printed Resource Materials.

Cookies:

We may collect certain aggregate and non-personal information when you visit the Site. We may collect this information through “cookie” technology. Cookies are bits of text that can be placed on your computer’s hard drive when you visit certain websites. Cookies may enhance your online experience by saving your preferences while you are visiting a particular site. The “help” portion of the toolbar on most browsers will tell you how to stop accepting new cookies, how to be notified when you receive a new cookie, and how to disable existing cookies. Remember, though, without cookies, you may not be able to take full advantage of all of the Site features.

No Reliance:

The information on this website is provided for informational purposes only. we do not warrant the accuracy, completeness, or usefulness of this information. ALLINTUS makes no representations that products or services discussed on the Site are available or appropriate for sale or use in all jurisdictions or for your purposes or the purposes of your clients. Those who access the Site and related resources do so at their own initiative and are responsible for compliance with local laws or regulations.

While ALLINTUS uses reasonable efforts to obtain information from reliable sources, ALLINTUS makes no representations or warranties as to the accuracy, reliability or completeness of any information or document at the Site. ALLINTUS undertakes no obligation to update publicly or revise any information on the Site, whether as a result of new information, future developments or otherwise. Opinions and any other Contents at the Site are subject to change without notice.

Geographic Restrictions:

The owner of the Site is based in the Commonwealth of Massachusetts in the United States. We provide this Site for use only by persons located in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

No Warranty or Limitation on Liability:

BY USING THE SITE, YOU EXPRESSLY AGREE THAT SUCH USE IS AT YOUR SOLE RISK. THE SITE AND RELATED SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER ALLINTUS NOR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DESIGNERS, CONTRACTORS, DISTRIBUTORS, MERCHANTS, SPONSORS, LICENSORS, SUCCESSORS, ASSIGNS, OR THE LIKE (COLLECTIVELY, “ASSOCIATES”) WARRANT THAT USE OF THE SITE OR RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER ALLINTUS NOR ITS ASSOCIATES WARRANT THE ACCURACY, RELIABILITY, INTEGRITY, COMPLETENESS, AVAILABILITY, OR TIMELINESS OF THE CONTENT PROVIDED IN THE SITE OR THE MATERIALS OR SERVICES OFFERED IN THE SITE NOW OR IN THE FUTURE. ALLINTUS AND ITS ASSOCIATES SPECIFICALLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THE SITE, AND AS TO INFORMATION ON THE SITE OR THE RESULTS OBTAINED FROM USE OF THE SITE, CONTENTS, OR RELATED SERVICES.

TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL ALLINTUS OR ITS ASSOCIATES BE LIABLE TO YOU OR ANYONE ELSE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF GOODWILL, LOSS OF DATA, UNAUTHORIZED ACCESS, SYSTEMS FAILURE, COMMUNICATIONS LINE FAILURE, INTERNET FAILURE, OR DAMAGES THAT RESULT FROM USE OR LOSS OF USE OF THE SITE, CONTENT, INCONVENIENCE OR DELAY AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THIS IS TRUE EVEN IF ALLINTUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. Any Content downloaded or otherwise obtained through the Site is done at your own discretion and risk and you are solely responsible for any damage to your computer or other electronic system or loss of data that results from the download of any such Content. The foregoing limitation of liability will apply in any action, whether in contract, tort or any other claim, even if an authorized representative of ALLINTUS has been advised of or should have knowledge of the possibility of such damages.

Third-Party Content and Linked Sites:

References on this Site to any names, marks, products or services of third parties, or hypertext links to third-party sites, information, Content, or resources provided by third parties, are provided solely as a convenience to you and do not in any way constitute or imply our endorsement, sponsorship or recommendation of the third party, its information, materials or services. We are not responsible for the practices or policies of such third parties, nor the Content of any third-party sites, and do not make any representations regarding third-party materials or services, or the Content or accuracy of any material on such third-party sites. We have no control over the contents over third party sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access or link to any such third-party materials or sites, you do so entirely at your own risk.

User Contributions:

The Site may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Site.

All User Contributions must comply with the Content Standards set out in these Terms and Conditions of Use.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Site, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

  • You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
  • All of your User Contributions do and will comply with these Terms and Conditions of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not ALLINTUS, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Site.

Content Standards:

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not: (a) contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; (b) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (c) infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person; (d) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and Conditions of Use and our Privacy Policy; (e) be likely to deceive any person; (f) promote any illegal activity, or advocate, promote, or assist any unlawful act; (g) cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person (h) impersonate any person, or misrepresent your identity or affiliation with any person or organization; (i) involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising; or (j) give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Policy:

Reporting Claims of Copyright Infringement

ALLINTUS takes claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this Site infringe your copyright, you may request removal of those materials (or access to them) from the Site by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

  • Your physical or electronic signature.
  • Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Site, a representative list of such works.
  • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
  • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
  • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
  • A statement that the information in the written notice is accurate.
  • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA Notices is:

Dong Ahn
Prosential Broker Alliance LLC
100 Stonewall Blvd, Suite 1
Wrentham, MA 02093
Phone: 646-477-2132
Email: dahn@allintus.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Counter Notification Procedures

If you believe that material you posted on the Site was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a “Counter Notice”) by submitting written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter Notice must include substantially the following:

  • Your physical or electronic signature.
  • An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
  • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
  • A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
  • A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Site may be found) and that you will accept service from the person (or an agent of that person) who provided the Site with the complaint at issue.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice.

Please be aware that if you knowingly materially misrepresent that material or activity on the Site was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Repeat Infringers

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

Warning Regarding Web Fraud and Phishing:

Our name, brands and reputation may be misused by imposters and frauds publishing fake websites and engaging in “phishing” scams seeking personal or confidential information.

When communicating with ALLINTUS through digital media, please:

  • Confirm you are visiting an ALLINTUS authorized website.
  • Do not communicate or deal with personnel who are not affiliated with an authorized office. All authorized office locations are listed on our Contact page. No other office locations are authorized offices of ALLINTUS.
  • Do not send emails to anyone with an address other than authorized ALLINTUS email addresses. ALLINTUS only uses “@Allintus.com” for email addresses. ALLINTUS does not permit our employees and authorized representatives to send or receive work-related emails from personal accounts or any other address.

If you have any questions about the above, please contact ALLINTUS using our Contact page.

Monitoring and Enforcement; Termination

We have the right to:

  • Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
  • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms and Conditions of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for ALLINTUS.
  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site.
  • Terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of these Terms and Conditions of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS ALLINTUS AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review material before it is posted on the Site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Upon any termination of these Terms and Conditions of Use for any reason, you must promptly destroy all Content and materials downloaded or otherwise obtained from the Site, as well as all copies of such Content and materials, whether made, downloaded, or received under these Terms and Conditions of Use or otherwise.

Indemnification:

As a condition of your use of the Site, you agree to indemnify and hold ALLINTUS and its Associates harmless from and against any and all claims, losses, liability, costs and expenses (including, but not limited, to attorney’s fees), as incurred, arising from your use of the Site or related services or from your violation of these Terms and Conditions of Use, including, but not limited to, your User Contributions or any use of the Site or its content, services, and products, other than as expressly authorized in the Terms and Conditions of Use, or your use of any information obtained therefrom.

Representations and Warranties:

You represent and warrant that: (i) you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to these Terms and Conditions of Use; (ii) you have not and you will not enter into any agreement or perform any act that might contravene the purposes and/or effects of these Terms and Conditions of Use; and (iii) you will not delete any Content.

Effect on Other Agreements:

The Terms and Conditions of Use and our Privacy Policy constitute the sole and entire agreement between you and ALLINTUS regarding the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.

Nothing contained in these Terms and Conditions of Use is intended to modify or amend any other written agreement you may have with ALLINTUS (including without limitation any customer agreement, participation agreement or account agreement) (collectively, “Other Agreements”), if any, that may currently be in effect. In the event of any inconsistency between these Terms and Conditions of Use and any Other Agreement, the Other Agreement will govern. Some pages within the Site contain supplemental terms and conditions and additional disclosure and disclaimers, which are in addition to these Terms and Conditions of Use. In the event of a conflict, such supplemental terms and conditions and additional disclosures and disclaimers will govern for those sections or pages.

Governing Law:

Headings used in these Terms and Conditions of Use are for reference purposes only and in no way define or limit the scope of the section. These Terms and Conditions of Use are governed by the laws of Massachusetts (except for conflict of law provisions). Any claim related to any dispute arising as a result of the Site or under these Terms and Conditions of Use will be made before a court of competent jurisdiction located in Massachusetts. If any provision of these Terms and Conditions of Use is held to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable.

Waiver and Severability:

The failure of ALLINTUS to act with respect to a breach of these Terms and Conditions of Use by you or others does not constitute a waiver and will not limit ALLINTUS’s rights with respect to such breach or any subsequent breaches.

If any provision of these Terms and Conditions of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms and Conditions of Use will continue in full force and effect.

Arbitration:

By using the Site, you agree that ALLINTUS, at its sole discretion, may require you to submit any disputes arising from the use of the Site, related services or these Terms and Conditions of Use concerning or including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to final and binding arbitration under the International Rules of Arbitration of the American Arbitration Association, by one or more arbitrators appointed in accordance with the said rules. Notwithstanding these rules, however, such proceeding shall be governed by the laws of the state as set forth in the previous section.