Carson Terms of Service
Last Modified: June 2017
The following terms and conditions (these “Terms of Service” or “Agreement”), govern a user’s (“User”, “you” or “your”) access to and use of this Resident Portal (the “Service”), a product offered by Carson Living, Inc (“Provider”, “we”, or “us”). We note that you may be, and these Terms of Service equally apply to you whether you are, a building, a management company of a building or a resident of a building.
By registering to use and using the Service, you agree that you have read, understand and agree to be bound by these Terms of Service. Carefully consider the provisions of this Agreement, as they constitute binding legal obligations between you and Provider. We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately upon posting and apply to all access and use of the Service, the website or any user interface. Your continued use of the Service, the website or any user interface following the posting of revised Terms of Service shall constitute your acceptance and agreement to be bound by the changes. Should you not wish to be bound by this Agreement, do not register or use the Service.
1. DESCRIPTION OF THE SERVICE
The Service provides a resident portal website and mobile application allowing its users the ability to manage various apartment community amenities and services. The Service functions as a remote attendant for your premises by responding to video and audio intercom system to allow authorized access to the premises and accept authorized deliveries. Although the Service may help make your premises be more secure, it is not a security guard and not provided or designed to replace or function as a security or protection service. Accordingly, you agree and acknowledge that Provider is not responsible for the security or safety of your premises, your guests and your person and shall not be liable to you or any other third party for any incidents, injuries or damages on or to your premises.
You acknowledge and agree that signals which are transmitted over telephone lines, wire, internet connection, air waves or other modes of communication pass through communications networks wholly beyond the control of Provider and, therefore, Provider shall not be responsible for any failure which prevents or corrupts the transmission of communications associated with the Service., including, without limitation, SMS alerts.
2. SERVICE REGISTRATION AND ACCOUNT SECURITY
The Service is provided to you by Provider in accordance with the Subscription Agreement that you enter into with Provider, upon the terms and conditions of the Subscription Agreement and these Terms of Service and upon the express condition that you remain current in all payments and obligations to Provider, to the extent same apply to you.
To register for and access the Service, you may be asked to provide certain registration details or other information. It is a condition of your use of the Service that all the information you provide on the registration website and user interface is correct, current, and complete. In the event any information you provide to us should change, you agree to update the information immediately. We will not be liable for any damage to you or to others arising out of your failure to provide us with complete, accurate and current information. In the event that any of the information provided to us is inaccurate, incomplete, or not current, you agree that we may, in our sole discretion, block your use or access of the Service until the information is corrected, completed or updated.
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 Service 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 reserve 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 of Service.
3. GENERAL USE OF THE SERVICE – PERMISSIONS AND RESTRICTIONS
Provider grants you limited, conditioned and revocable permission to access and use the Service, provided that you use the Service only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Service:
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 which does not comply with the Content Standards set out in these Terms of Service.
To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
To impersonate or attempt to impersonate Provider, a Provider employee, another user, or any other person or entity (including, without limitation, by using e-mail addresses or 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 Service, or which, as determined by us, may harm Provider or users of the Service or expose them to liability.
Additionally, you agree not to:
Use the Service in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Service, including their ability to engage in real time activities through the Service.
Use any robot, spider or other automatic device, process or means to access the Service for any purpose, including monitoring or copying any of the material on the Service.
Use any manual process to monitor or copy any of the material on the Service or for any other unauthorized purpose without our prior written consent.
Use any device, software or routine that interferes with the proper working of the Service.
Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer or database connected to the Service.
Attack the Service via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Service.
4. SMS TEXT ALERTS AND NOTIFICATIONS
We offer you the ability to enroll your mobile phone in our Short Messaging Service (“SMS”) text message alert system (the “SMS System”) for purposes of receiving Service notifications and emergency alerts. Your enrollment or use of the SMS System constitutes your agreement to the following terms and conditions:
By providing your mobile phone number(s) to Provider as part of your registration for the SMS System, you provide us with your express consent to receive text message alerts at that number and:
i. Acknowledge and represent to us that you are the authorized user of the mobile phone(s) that you link to our text message service or have been granted permission by the authorized user of the mobile phone(s) to enroll such mobile phone(s) in the service;
ii. You grant Provider express permission to send text messages to that (those) mobile phone(s) through your wireless phone carrier unless and until such permission is revoked in accordance with these terms and conditions;
iii. Your receipt of SMS messages from Provider (“SMS alerts”) is NOT a violation of state or federal rules including, but not limited to, the Telephone Consumer Protection Act (TCPA) or Controlling the Assault of Non-Solicited Pornography and Marketing (CAN-SPAM) Act;
iv. You understand that your wireless carrier may charge you additional message and data fees for receipt of our text messages; and
v. By granting such permission to Provider you are hereby requesting to receive such messages in spite of the fact that your number may otherwise be on the federal, or a state’s, do not call list and you agree, to the maximum extent permitted by law, that such text messages shall not be in violation of such do not call list(s).
Prior to completing your enrollment in the Service, we will send a text message to your designated mobile number. To complete enrollment, you must confirm receipt of the text message from your device by following the instructions in that text message. You may cancel your enrollment in the SMS System at any time by logging into the Service and removing your mobile number(s) from the SMS System registration. You may also cancel your enrollment by sending an SMS System opt-out request email to firstname.lastname@example.org
Provider SMS alerts are available to Users based in the United States. User understands and acknowledges that SMS alerts are not intended to be accessed from outside of the United States. In addition, because Provider does not operate or control the wireless networks used to access the SMS alerts, we cannot guarantee the privacy or security of wireless data transmissions. Please check with your wireless service provider for information about its privacy and security practices. PROVIDER IS NOT RESPONSIBLE FOR INCOMPLETE, LOST, LATE, OR MISDIRECTED MESSAGES, INCLUDING (BUT NOT LIMITED TO) UNDELIVERED MESSAGES RESULTING FROM ANY FORM OF FILTERING BY YOUR MOBILE CARRIER OR SERVICE PROVIDER. PROVIDER ALSO MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING SMS ALERTS. THE SMS SYSTEM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PROVIDER AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PROVIDER, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, PARTNERS, AND LICENSORS MAKE NO WARRANTY THAT (A) THE SMS SYSTEM WILL MEET YOUR REQUIREMENTS; (B) THE SMS SYSTEM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SMS SYSTEM WILL BE ACCURATE OR RELIABLE.
5. SITE CONTENT AND INTELLECTUAL PROPERTY RIGHTS
The Service and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Provider, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
These Terms of Service permit you to use the Service for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Service, except as follows:
Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
You may print or download one copy of a reasonable number of pages of the Service for your own personal, non-commercial use and not for further reproduction, publication or distribution.
If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
If we provide social media features with certain content, you may take such actions as are enabled by such features.
You must not:
Modify copies of any materials from this site.
Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.
You must not access or use for any commercial purposes any part of the Service or any services or materials available through the Service. If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Service in breach of the Terms of Service, your right to use the Service will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Service or any content on the Service is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Service not expressly permitted herein is a breach of these Terms of Service and may violate copyright, trademark and other laws.
The Carson name and logo, and all related names, logos, product and service names, designs and slogans are trademarks of Provider or its affiliates or licensors. You must not use such marks without the prior written permission of Provider. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.
7. USER CONTRIBUTIONS
The Service may contain message boards, chat rooms, personal profiles, forums, bulletin boards, social media integration, 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 Service.
All User Contributions must comply with the Content Standards set out in these Terms of Service.
Any User Contribution you post to the Service will be considered non-confidential and nonproprietary. By providing any User Contribution on the Service, 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 of Service.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Provider, have fully 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 Service.
8. CONTENT STANDARDS
These content standards apply to any and all User Contributions and use of the Service. 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:
Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote or assist any unlawful act.
Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
9. Payments and Taxes
The fees payable for use of the Service shall be in accordance with the terms of the relevant Subscription Agreement. Unless stated otherwise in the relevant Subscription Agreement, an annual fee shall apply to the Service, which must be paid in full in advance, prior to activation of the Service for your use and in any event within thirty (30) days from the date of invoice. Any late payments shall carry late charges of two percent (2%) per month. Your failure to fully pay any fees within ninety (90) days after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the Services, and will be sufficient cause for immediate termination of this Agreement and any licenses granted hereunder by Carson. Any such suspension or termination will not relieve you from paying past due fees plus interest. You shall be liable for any costs associated with collecting fees owing, including legal costs, attorneys’ fees, court costs and collection agency fees.
10. MONITORING AND ENFORCEMENT; TERMINATION OF SERVICE
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 of Service, 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 Service or the public or could create liability for Provider.
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 Service.
Terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of these Terms of Service.
Without limiting the foregoing, we have the right to fully cooperate 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 Service. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS 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 Service, 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.
You have the right to terminate this Agreement at any time with 30 days’ prior written notice to Carson. Upon termination, you shall be entitled to a refund of a portion of fees paid in advance by you to Carson for the term in which the termination becomes effective, pro-rata based on the proportion that: (i) the period between the effective date of termination and the end of the remainder of the term to which the fees relate; bears to (ii) the whole of the term to which the relevant fees relate. Carson may deduct from any amount refundable, any other amounts owing or payable by you to Carson.
The termination or expiration of this Agreement shall not affect any accrued rights.
Upon the termination or expiration of this Agreement you must immediately cease using the Service.
11. COPYRIGHT INFRINGEMENT
It is the policy of Carson Living, Inc to respond to claims of intellectual property infringement. We will promptly investigate notices of alleged infringement and will take appropriate actions required under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (“DMCA”) and other applicable intellectual property laws.
Pursuant to the DMCA, notifications of claimed copyright infringement should be sent to a Service Provider’s Designated Agent. Notification must be submitted to the following Designated Agent for Carson Living, Inc:
Carson Living, Inc.
85 Fifth Ave, 4th Floor
New York, NY 10003
To be effective, the notification must be a written communication that includes the following:
1. A physical or electronic signature of a person authorized to act on behalf of the owner of the infringed copyright;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
3. 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 the service provider to locate the material;
4. Information reasonably sufficient to permit the service provider 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;
5. 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
6. 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 copyright owner.
12. LINKS TO THIRD PARTIES
If the Service contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those 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 any of the third party websites or services linked to this Service, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
13. MONITORING PLATFORM ACCESS
To the extent you have been granted direct access to Provider’s monitoring platform, allowing you to monitor and/or control aspects of the Service (the ‘Monitoring Platform’) then you agree that your access to the Monitoring Platform is conditional upon the following undertakings: You agree and undertake that the format, content, design and services of and contained within the Monitoring Platform (the “Monitoring Platform IP”) is the proprietary and confidential information of the Provider and you shall not: (i) use the Monitoring Platform IP or any portion of it for any purpose other than as part of your use of the Service as approved by Provider; (ii) disclose the Monitoring Platform IP or any part of it to any third party, without Provider’s prior written consent; (iii) directly or indirectly copy or otherwise reproduce all or any portion of the Monitoring Platform IP; (iv) seek to directly or indirectly develop a product with features similar to the Monitoring Platform or the Service or which otherwise directly or indirectly competes with the Monitoring Platform or the Service or any part of it, through the term of your agreement with Provider and for a period of two years thereafter; (v) circumvent or attempt to circumvent the undertakings contained herein. You acknowledge that Provider will be irreparably harmed if your undertakings herein are not specifically enforced and that Provider would not have an adequate remedy at law in the event of an actual or threatened violation by you of these obligations. Therefore, in addition to all other remedies it may have, Provider shall be entitled to an injunction or any appropriate decree of specific performance for any actual or threatened violations or breaches by the you without having to show actual damages.
14. DISCLAIMER OF WARRANTIES
YOUR USE OF THE SERVICE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE IS AT YOUR OWN RISK. THE SERVICE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
15. LIMITATION ON LIABILITY
IN NO EVENT WILL PROVIDER, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICE, ANY SERVICES LINKED TO IT, ANY CONTENT ON THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
EXCEPT FOR WILLFUL OR MALICIOUS TORTIOUS OR CRIMINAL ACTS BY PROVIDER, YOU AGREE THAT IN NO EVENT WILL THE COLLECTIVE LIABILITY OF PROVIDER (AND ITS AFFILIATES, PARENTS, SUBSIDIARIES, OFFICERS, EMPLOYEES, DIRECTORS, AGENTS AND SUPPLIERS) EXCEED THE GREATER OF $2,500 (TWO THOUSAND FIVE HUNDRED DOLLARS) OR THE AMOUNT OF MONIES YOU HAVE PAID TO PROVIDER DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRIOR TO THE ACT OUT OF WHICH LIABILITY AROSE.
You agree to defend, indemnify and hold harmless Provider, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your use of the Service, including, but not limited to, your User Contributions, any use of the Service’s content, services and products other than as expressly authorized in these Terms of Service or your use of any information obtained from the Service.
17. GOVERNING LAW AND JURISDICTION
All matters relating to the Service and these Terms of Service and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).
Any legal suit, action or proceeding arising out of, or related to, these Terms of Service or the Service shall be instituted exclusively in the courts of the State of New York in each case located in the City of New York and County of New York although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Service in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
18. LIMITATION ON TIME TO FILE CLAIMS
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
19. WAIVER AND SEVERABILITY
No waiver of by Provider of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Provider to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
If any provision of these Terms of Service 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 of Service will continue in full force and effect.
20. ENTIRE AGREEMENT