Terms and Conditions
Last Updated: May 15, 2018
Welcome to the Dynamic Response Platform (“Service”). This Service is provided to you by Maslansky + Partners,LLC (“Company,” “we,” “us,” or “our”).
THESE TERMS AND CONDITIONS
These Terms and Conditions ("Terms and Conditions") apply to all clients, customers, vendors, visitors, users, and other persons or entities that use or access the Service. Your access to and use of the Service is subject to these Terms and Conditions and all applicable laws. By accessing or using any part of the Service, you accept, without limitation or qualification, these Terms and Conditions. If you do not agree with all of the Terms and Conditions set forth below, you may not use any portion of the Service.
Certain software, features, products, information or materials that you access or use from the Service may be subject to additional terms and conditions presented to you at the time. In addition, some portions of the Service may be hosted or provided by our partners or third-party host or service providers and are subject to additional terms and conditions of use, which are posted within those portions of the Service or on such third parties’ services or websites.
If you use the Service on behalf of a business, you hereby represent to us that you have the authority to bind that business and your acceptance of these Terms and Conditions will be treated as acceptance by that business. In that event, "you" and "your" will refer to that business in these Terms and Conditions. You may use the Service only if you can form a binding contract with us and are not a person barred from receiving the Service under the laws of the United States or other applicable jurisdiction.
THESE TERMS AND CONDITIONS CONTAIN AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. PLEASE READ THEM CAREFULLY, AS THEY AFFECT YOUR RIGHTS.
USAGE OF THE SERVICE
Accessibility: If you are having any trouble accessing these Terms and Conditions or the Service, please contact us via DynamicResponse@maslansky.com at any time.
Authorized Use of Service: Except as expressly permitted by us, this Service is provided for your personal use. Any other use of the Service requires our prior written consent.
Unauthorized Use of Service: You may not do any of the following while accessing or using the Service: (i) use spiders, robots, data mining techniques or other automated devices or programs to catalog, download or otherwise reproduce, store or distribute the Service or content available on the Service; (ii) use any automated means to manipulate the Service, such as automating what are otherwise manual or one-off procedures; (iii) take any action to interfere with, or disrupt, the Service or any other user's use of the Service, including, without limitation, via means of overloading, “flooding,” “mailbombing” or “crashing” the Service; (iv) circumvent security or user authentication measures or attempt to exceed the limited authorization and access granted to you under these Terms and Conditions; (v) use, display, mirror or frame portions of the Service within another Service, website, app or platform; (vi) resell use of, or access to, the Service to any third party; (vii) violate any applicable law or regulation, including laws concerning privacy and data security; and (viii) encourage or enable any third party to do any of the foregoing.
Termination of Access: In addition to any right or remedy that may be available to us under these Terms and Conditions or applicable law, we expressly reserve the right to suspend, limit or terminate your access to the Service, or your account at any time with or without notice and with or without cause, including if we determine, in our sole discretion, that you have violated these Terms and Conditions or pose a threat to the Service or its users. In addition, we may refer any information on illegal activities, including your identity, to the proper authorities.
Registration and Passwords: In order to access certain services on the Service, you must be over eighteen (18) years of age. Further, you may be required to provide specific information to us about you. All information about you must be truthful, accurate, current and complete at all times and you may not use any aliases or other means to mask your true identity. Any access codes or passwords provided should be safeguarded at all times. You are responsible for the security of your access codes and passwords and will be solely liable for any use under such access codes or passwords. We may suspend or terminate your access at any time for any reason with or without notice.
International Access: Our Service is maintained in the United States of America. By using the Service, you authorize the export of personal information and personal data to the USA and its storage and use as specified in this policy. We transfer personal information and personal data from the EU to the USA and other countries, some of which have not been determined by the European Commission to have an adequate level of data protection. Personal data of data subjects within the EU will be transferred in compliance with the requirements of the GDPR, such as the standard contractual clauses approved by the EU for cross-border transfers.
Proprietary Rights: We are the owners of or otherwise licensed to use all parts of the Service, including all copy, software, graphics, designs and all copyrights, trademarks, service marks, trade names, logos, and other intellectual property or proprietary rights contained therein. Some materials on the Service belong to third parties or other Service users who have authorized us to display the materials, such as videos, music, logos and trademarks and other proprietary materials. By using the Service, you agree not to copy, distribute, modify or make derivative works of any materials except the output of the Service provided to you by Company without the prior written consent of the owner of such materials. Except as expressly set forth in these Terms and Conditions, no license is granted to you and no rights are conveyed by virtue of accessing or using the Service. All rights not granted under these Terms and Conditions are reserved by us.
No Ideas Accepted: If you submit an unsolicited idea to us, you understand and acknowledge that such idea is not submitted in confidence and Company assumes no obligation, expressed or implied, by considering it. You further understand that Company shall exclusively own all known or hereafter existing rights to the idea everywhere in the world, and that such idea is hereby irrevocably assigned to Company. Without limiting the foregoing, to the extent any such assignment is deemed unenforceable, you hereby grant Company an irrevocable, perpetual, world-wide license to use the idea in any manner, in any medium now known or hereafter developed, without compensation to you.
USER GENERATED CONTENT
Content Posted by You: Certain portions of the Service may allow you to post text comments, audio, photos, videos, captions, or other information, materials, data or other content, or to share information with other users of the Service or community or communicate through our message or content sharing, review and comment tools or other community offerings (collectively, “Content”). Unless otherwise specified, you may only post Content to the Service if you are a resident of the United States and are eighteen (18) years of age or older. Our Service acts as a passive conduit for any and all communication and/or distribution of information, and we do not control the Content. We cannot and will not evaluate and we are not responsible for the accuracy, reliability, completeness, veracity or suitability of any Content or for verifying the identity of the submitting user of our Service. Like any information you obtain through the Internet, you should verify Content before acting upon it. Company is not responsible for any losses you may incur as a result of relying on Content, even if we were advised of the possibility of such losses.
You may only post Content that you created or which the owner of the Content has given you permission to post. If Content depicts any person other than yourself, you must have permission from that person or, if that person is a minor, permission from that person’s parent or legal guardian, before you post the Content. You may be required to provide proof of such permission to Company. You may not post or distribute Content that is illegal or that violates these Terms and Conditions. By posting or distributing Content to the Service, you represent and warrant that (i) you own all the rights to the Content or are authorized to use and distribute the Content to the Service; and (ii) the Content does not and will not infringe any intellectual property, privacy, publicity or any other third-party right nor violate any law or regulation. You are solely responsible for anything you may post on the Service and the consequences of posting anything on the Service.
Digital Millennium Copyright Act ("DMCA") Notice: Materials may be made available via the Service by users and other third parties not within our control. We are under no obligation to, and do not, scan content posted on the Service for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party’s copyright to remain on the Service.
If you believe any materials on the Service infringe a copyright, you should provide us with written notice that at a minimum contains:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
- Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
All DMCA notices should be sent to our designated agent as follows:
DR System Administrator
Prohibited Activities: Company expects all of its users to be respectful of other people and entities. The following is a partial list of the types of conduct that are illegal or prohibited on the Service or while using the Service. Company reserves the right to investigate and take appropriate legal action against anyone who, in Company’s sole discretion, engages in any of the prohibited activities. Without limitation, you agree that you will not post or transmit to other users anything that contains Content that:
- is defamatory, abusive, obscene, profane or offensive, or contains “masked” profanity (e.g., F*@);
- infringes or violates another party's intellectual property, privacy, publicity or third party rights (such as materials for which you do not have written authority from the owner to post on the Service);
- is threatening, harassing or that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
- promotes or encourages violence;
- is inaccurate, false or misleading in any way, or constitutes impersonation of another person;
- is illegal or promotes any illegal activities;
- promotes illegal or unauthorized copying of another person's copyrighted work or links to them or providing information to circumvent security measures;
- contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or
- contains any advertising, promotional materials, "junk mail," "spam," "chain letters, " "pyramid schemes," or any other form of solicitation.
Company is under no obligation to screen or monitor Content, but may review Content from time to time at its sole discretion. Company will make all determinations as to what Content is appropriate in its sole discretion. Company may edit or remove any Content at any time without notice.
THIRD PARTY MATERIALS
Third Party Content: Under no circumstances will Company be liable in any way for any content, software or materials of any third parties (“Third Party Content”), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such Third Party Content. You acknowledge that Company does not pre-screen content, but that Company and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any Third Party Content that is available via the Service. Without limiting the foregoing, Company and its designees will have the right to remove any Third Party Content that violates these Terms and Conditions or is deemed by Company, in its sole discretion, to be otherwise objectionable. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Third Party Content or communications posted on the Service or endorse any opinions expressed therein. You understand that by using the Service, you may be exposed to Third Party Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will Company be liable in any way for any Third Party Content, including, but not limited to, any errors or omissions in any Third Party Content, or any loss or damage of any kind incurred as a result of the use of any Third Party Content posted, emailed, transmitted or otherwise used or made available on the Service.
Third Party Links: The Service may provide you with links or other access to other websites, community offerings services, products or content of third parties. We have no control over, nor do we endorse any, such websites, community offerings services, products or content. You acknowledge and agree that you access such third party websites, chat channels, services, products or content at your own risk and are wholly responsible for making your own independent judgment regarding your use or interaction with the same. We encourage you to be aware when you leave the Service and to read the terms and conditions and privacy statements of each and every application or website that you visit. By using or accessing such third party applications and services you agree to comply with any and all of the applicable terms and policies of such third parties. We are not responsible for the practices or the content of such other applications or services.
WARRANTIES; INDEMNITY; LIMITATION OF LIABILITY
No Warranties: WHILE COMPANY USES REASONABLE EFFORTS TO INCLUDE UP-TO-DATE INFORMATION ON THE SERVICE, COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF INFORMATION ON THE SERVICE OR ANY BENEFIT OR ADVANTAGE TO BE RECEIVED VIA USE OF THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE, INCLUDING ALL CONTENT MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICE, IS PROVIDED "AS IS" AND COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE SERVICE. FURTHER, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE LIABLE FOR THE USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN.
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."
Indemnification: You agree to indemnify, defend and hold us harmless our parent, subsidiary and affiliate companies, and their officers, directors, employees, agents, business partners, affiliates, contractors, distribution partners and representatives (“Company Entities”) from and against any and all claims, demands, liabilities, judgments, damages, costs or expenses, including attorneys’ fees and costs, arising from or related to your access to or use of the Service or any breach or alleged breach by you of any of these Terms and Conditions or applicable laws.
Limitation of Liability: IN NO EVENT WILL COMPANY BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, COSTS OF COVER, EXEMPLARY, PUNITIVE, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, INCIDENTAL, INDIRECT OR OTHER CONSEQUENTIAL DAMAGES. FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY BE LIABLE OR FOR ANY DIRECT DAMAGES BEYOND FIVE HUNDRED DOLLARS ($500.00). THESE EXCLUSIONS SHALL APPLY REGARDLESS OF WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS OF THE SERVICE. YOU UNDERSTAND THAT THE COMPANY HAS NO OBLIGATION TO CONDUCT SCREENINGS OR INQUIRE INTO THE BACKGROUNDS OF ITS USERS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF ITS USERS. THE COMPANY RESERVES THE RIGHT TO CONDUCT ANY BACKGROUND CHECK OR OTHER SCREENINGS AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS.
Governing Law; Dispute Resolution; Arbitration: The laws of the State of New York shall govern these Terms and Conditions. While we will make reasonable efforts to resolve any disagreements you may have with Company, if these efforts fail you agree that all claims, disputes or controversies against Company arising out of these Terms and Conditions, or the purchase of any products or services ("Claims") are subject to fixed and binding arbitration (except for matters that may be taken to small claims court), no matter what legal theory they are based on or what remedy (damages, or injunctive or declaratory relief) they seek. This includes Claims based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross-claims, third-party claims, interpleaders or otherwise; and Claims made independently or with other claims. The party filing arbitration must submit Claims to the American Arbitration Association and follow its rules and procedures for initiating and pursuing an arbitration. Any arbitration hearing that you attend will be held at a place chosen by the American Arbitration Association in the same city as the U.S. District Court closest to your then current residential address, or at some other place to which you and Company agree in writing, and the arbitrator shall apply New York law consistent with the Federal Arbitration Act. You shall not be entitled to join or consolidate Claims in arbitration by or against other users or to arbitrate any Claim as a representative or member of a class or in a private attorney general capacity. You may obtain copies of the current rules, and forms and instructions for initiating arbitration by contacting the American Arbitration Association at using the contact information noted below.
American Arbitration Association
A single, neutral arbitrator will resolve Claims. The arbitrator will be either a lawyer with at least ten (10) years’ experience or a retired or former judge, selected in accordance with the rules of the American Arbitration Association. The arbitration will follow the procedures and rules of the American Arbitration Association which are in effect on the date the arbitration is filed unless those procedures and rules are inconsistent with these Terms and Conditions, in which case these Terms and Conditions will prevail. Those procedures and rules may limit the discovery available to you or us. The arbitrator will take reasonable steps to protect your customer account information and other confidential information if requested to do so by you or us. Each party to the arbitration will bear the expense of that party's attorneys, experts, and witnesses, and other expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines. The arbitrator's award is final and binding on the parties unless we or you appeal it in writing to the arbitration firm within fifteen (15) days of notice of the award. The appeal must request a new arbitration before a panel of three neutral arbitrators designated by the American Arbitration Association. An award by a panel is final and binding on the parties after fifteen (15) days has passed. Any Claim you have must be commenced within one (1) year after the date the Claim arises. As noted above, you and Company hereby voluntarily and knowingly waive any right either may have to a jury trial.
We will not choose to arbitrate any Claim you bring in small claims court. However, if such a Claim is transferred, removed or appealed to a different court, we may then choose to arbitrate.
In the event this arbitration clause is not enforceable by the specified arbitration organization, the parties will mutually agree upon another arbitration organization that will enforce this clause.
Class Action Waiver: YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. CLAIMS AND REMEDIES SOUGHT AS PART OF A CLASS ACTION, PRIVATE ATTORNEY GENERAL OR OTHER REPRESENTATIVE ACTION ARE SUBJECT TO ARBITRATION ONLY ON AN INDIVIDUAL (NON-CLASS, NON-REPRESENTATIVE) BASIS, AND THE ARBITRATOR MAY AWARD RELIEF ONLY ON AN INDIVIDUAL (NON-CLASS, NON-REPRESENTATIVE) BASIS.
Changes: All information posted on the Service is subject to change without notice. In addition, these Terms and Conditions may be changed at any time without prior notice. We will make such changes by posting them on the Service. You should check the Service for such changes frequently. Your continued access of the Service after such changes conclusively demonstrates your acceptance of those changes.
Severability: If any part of these Terms and Conditions shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Terms and Conditions, and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
Waiver; Remedies: Our failure to partially or fully exercise any rights or our waiver of any breach of these Terms and Conditions by you shall not prevent a subsequent exercise of such rights by us, or be deemed a waiver of any subsequent breach by you of the same or any other term of these Terms and Conditions. Our rights and remedies under these Terms and Conditions and any other applicable agreement between you and us shall be cumulative, and the exercise of any such right or remedy shall not limit our right to exercise any other right or remedy.
Questions: Should you have any questions regarding these Terms and Conditions, you may contact us at DynamicResponse@maslansky.com.