First Mode Website Terms of Use
Updated May 26, 2023
These Website Terms of Use (“Terms”) govern your access to, and use of, First Mode Holdings, Inc. (“First Mode”) website domain: https://firstmode.com/ (the “Website”). Please read these Terms carefully. The term “you” and “your”, as used in these Terms, means any individual or legal entity that uses or accesses the Website.
THESE TERMS ARE A LEGAL AGREEMENT. BY ACCEPTING THESE TERMS BY ACCESSING THE WEBSITE, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS ON BEHALF OF YOURSELF AND/OR THE ENTITY THAT YOU REPRESENT IN CONNECTION WITH THE ACCESS AND USE OF THE WEBSITE. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS ON BEHALF OF YOURSELF AND/OR THE ENTITY THAT YOU REPRESENT. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO USE AND ACCESS THE WEBSITE AND TO ENTER INTO THESE TERMS. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU MUST CEASE ACCESSING AND USING THE WEBSITE.
These Terms give you specific legal rights. In addition, you may also have other legal rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, limitations of liability, and/or indemnification under these Terms will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of these Terms may not apply to you.
1. Overview, Eligibility, Term and Termination
(a) Overview and Relation to Other Agreements. These Terms govern your use of the Website. Certain features of the Website may be subject to additional guidelines, terms or rules, which will be posted on the Website in connection with such features. All additional guidelines, terms or rules are incorporated by reference into these Terms and you are agreeing to accept and abide by them by using the Website.
(b) Eligibility. You may use and/or access the Website only if you have the legal capacity to form a binding contract with First Mode; you accept these Terms by accessing or using the Website; and only if you are in compliance with these Terms and all applicable local, state/provincial, national and international laws, rules and regulations.
(c) Term and Termination. These Terms will remain in full force and effect as long as you continue to access or use the Website, or until terminated in accordance with the provisions of these Terms. At any time, First Mode may, at our sole discretion, (i) suspend or terminate your rights to access or use the Website, or (ii) terminate these Terms with respect to you if First Mode believes that you have used or accessed the Website in violation of these Terms, including any incorporated guidelines, terms, or rules.
(d) Effect of Termination. Upon termination of these Terms, your right to use the Website will automatically terminate. You agree that First Mode will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your access to our Website and loss of your data.
2. Access to Website
(a) Access and Use. Subject to these Terms, First Mode grants you a non-transferable, non-exclusive (without the right to sub-license), revocable right to access and use the Website in good faith for non-commercial purposes, and as explicitly permitted by these Terms (the “Permitted Purposes”). Your use of the Website in violation of or contrary to the Permitted Purposes is subject to termination of your access to the Website in accordance with Section 1(c).
(b) Content and User Submissions. Certain materials may be displayed or performed in connection with the Website (including, but not limited to, text, HTML/CSS, Javascript, graphics, articles, photographs, voice and sound recordings, video, images and illustrations, as well as all other materials included in the Website (collectively, “Content”). The Content also includes information that you submit through the Website (e.g., job application-related information, information submitted through the “Contact Us” form, etc.) (“User Submissions”). Subject to our Privacy Notice, we may use the Content to provide, maintain and improve the Website. User Submissions will be visible to First Mode and to third parties (as applicable), as described in the Privacy Notice. You are solely responsible for all User Submissions that you upload, post, transmit or otherwise disseminate using, or in connection with, the Website, or that you contribute in any manner to the Website. You represent and warrant that you have all rights necessary to do so, in the manner in which you contribute it, and will comply with all applicable third-party website terms of use. You shall abide by all copyright notices, trademark rules, information and restrictions contained in any Content accessed through the Website, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third-party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third-party right. Subject to applicable laws, First Mode reserves the right to remove any Content from the Website at any time, for any reason, or for no reason at all.
(c) Ownership.
(i) Excluding any User Submissions (defined above) that you may provide, and copyrights, patents, trademarks, and trade secrets held and protected by you, or a third party, you acknowledge that all the intellectual property rights, including, without limitation, copyrights, patents, trademarks, and trade secrets, in or on the Website and its Contents are owned by First Mode or its affiliates, licensors, or suppliers. Neither these Terms, nor your access to the Website, transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in this Section 2. First Mode and its subsidiaries or parent company, service providers, and affiliates reserve all rights not expressly granted in these Terms. There are no implied licenses granted under these Terms.
(ii) You may not use the Content of the Website in any public or commercial way, nor may you copy or incorporate any of the Content of the Website into any other work, including your own website, without the written consent of First Mode. You must have a license from us before you can post or redistribute any portion of the Website. Other than with respect to User Submissions, First Mode retains full and complete title to all Content on the Website, including any downloadable software and all data that accompanies it. You must not copy, modify, or in any way reproduce or damage the structure or presentation of the Website, or any content therein. You may not use the Website or any part thereof for any commercial purpose.
(iii) First Mode owns the statistical usage data derived from the operation of the Website, including data regarding applications utilized in connection with the Website, configurations, log data, and the performance results for the Website (“Usage Data”). Nothing herein shall be construed as prohibiting First Mode from utilizing the Usage Data to monitor and improve the Website or otherwise operate First Mode’s business.
(d) Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (i) you agree not to license, sell, rent, lease, transfer, assign, distribute, host or otherwise commercially exploit the Website; (ii) you agree not to modify, make derivative works of, disassemble, reverse-compile or reverse-engineer any part of the Website; (iii) except as expressly stated herein, no part of the Website may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (iv) you agree not to upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer or communications network, computer, handheld mobile device, data, the Website, or any other system, device, or property; (v) you agree not to interfere with, disrupt, or attempt to gain unauthorized access to the servers or networks connected to the Website or violate the regulations, policies, or procedures of such networks; and (vi) you agree not to access (or attempt to access) any of the Website by means other than through the interface that is provided by First Mode. Any future release, update, or other addition to functionality of the Website shall be subject to these Terms.
(e) Open Source. Certain items of independent, third-party code may be included in the Website that are subject to the GNU General Public License (“GPL”) or other open-source licenses (“Open-Source Software”). The Open-Source Software is licensed under the terms of the license that accompanies such Open-Source Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end-user license for such Open-Source Software. In particular, nothing in these Terms restricts your right to copy, modify and distribute such Open-Source Software that is subject to the terms of the GPL.
(f) Privacy. Please review below, and the Privacy Notice for the First Mode Website. These documents describe practices regarding the information that you or First Mode may collect from users of the Website.
(g) Security. We endeavor to implement appropriate security measures. However, First Mode cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information or account for improper purposes. You acknowledge that you provide your personal information at your own risk.
(h) Modification. First Mode reserves the right, at any time, to modify, suspend or discontinue the Website or any part thereof with or without notice to you at our sole discretion. You agree that First Mode will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Website or any part thereof, or any resulting loss of User Submissions or User data.
(i) Feedback. You may choose to or First Mode may invite you to submit comments, suggestions or ideas about the Website, including how to improve the Website (“Ideas”). By submitting any Ideas, you agree that your submissions are voluntary, gratuitous, unsolicited and without restriction, and will not place First Mode under any fiduciary or other obligation. First Mode may use, copy, modify, publish or redistribute the Ideas and its contents for any purpose and in any way without any compensation to you. You also agree that First Mode does not waive any rights to use similar or related ideas previously known to First Mode, developed by its employees, or obtained from other sources.
(j) User Submissions. You hereby grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sub-licensable and transferable right to access, display or otherwise use your User Submissions (including all related intellectual property rights) solely in connection with the Website and/or otherwise for the purpose for which it was provided. Furthermore, you understand that we retain the right to reformat, modify, create derivative works of, excerpt and translate any User Submissions submitted by you. For clarity, the foregoing license grant to First Mode does not affect your ownership of or right to grant additional licenses to the material in your User Submissions, unless otherwise agreed in writing.
3. Agreed Usage and Limitations of Website
(a) Intended Use of Website. The Website are intended to be accessed and used for non-time-critical purposes. While we aim for the Website to be highly reliable and available, it may not be reliable or available 100% of the time. The Website is subject to sporadic interruptions and failures for a variety of reasons beyond First Mode’s control. You acknowledge these limitations and agree that First Mode is not responsible for any damages allegedly caused by the failure or delay of the Website.
(b) Reliability of Website.
(i) You acknowledge that the Website are not error-free, 100% reliable, or 100% available. Proper functioning of the Website relies and is dependent on, among other things, the transmission of data through internet networks, enabled wireless device (such as a phone or tablet) and internet Website, or cellular service, for which neither First Mode nor any internet, wireless or data carrier is responsible, and may be interrupted, delayed, refused, or otherwise limited for a variety of reasons, including insufficient coverage, power outages, termination of service and access, environmental conditions, interference, non-payment of applicable fees and charges, system capacity, upgrades, repairs or relocations, and priority access by emergency responders in the event of a disaster or emergency (collectively, “Service Interruptions”). You understand that Service Interruptions may result in the Website being unreliable or unavailable for the duration of the Service Interruption.
(ii) Service Interruptions. The Website may be suspended temporarily, without notice, for security reasons, systems failure, maintenance and repair, or other circumstances. First Mode does not offer any specific uptime guarantee for the Website.
(iii) Outages. In the event of any Service Interruptions to the Wi-Fi network or internet connection to which you are utilizing to use or access the Website, the Website may be unreliable or unavailable for the duration of the Service Interruption. Further, features and functionalities of the Website may be unavailable to you for the duration of the Service Interruption.
(c) Compliance with Laws. You will comply with all laws, regulations, and rules that directly apply to you or the business for which you represent, and your performance of your obligations under these Terms. You acknowledge and agree that First Mode exercises no control over your User Submissions transmitted by you to or through the Website, and you shall be solely responsible for complying with laws related to the collection, sharing, storage, and use of User Submissions. First Mode may impose limits on the use or access to the Website as required by applicable law.
(d) Acceptable Use Policy. You warrant, represent, and agree that you will not contribute any User Submissions or otherwise use the Website in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation or is otherwise illegal; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous or otherwise objectionable; (iv) impersonates any person or entity, including, without limitation, any employee or representative of First Mode; (v) contains a virus, Trojan Horse, worm, time bomb or other harmful computer code, file or program; (vi) attempts, in any manner, to obtain or access the password, account, devices, systems, or other security information from any other user or third party; (vii) violates the security of any computer network or cracks any passwords or security encryption codes; (viii) runs maillist, listserv or any form of auto-responder or “spam” on the Website or any processes that otherwise interfere with the proper working of the Website (including by placing an unreasonable load on the Website’ infrastructure); (ix) decompiles, reverse-engineers or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Website; or (x) denigrates or disrupts any network capacity or functionality. In the event that your User Submissions contain such prohibited content or you use the Website in the above prohibited manner(s), First Mode reserves the right to terminate your Account and/or access and use of the First Mode Website at our sole discretion.
(e) Third-Party Website Links and Referrals. The Website may contain links to websites operated by third parties (“Third-Party Sites”) and referrals to third-party vendors (“Referred Vendors”). Such Third-Party Sites and Referred Vendors are not under our control. First Mode provides these links and referrals only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Sites or Referred Vendors. Your use of these Third-Party Sites is at your own risk.
(f) Release Regarding Third Parties. First Mode is not responsible for third parties or their products and Website, including, without limitation, Third-Party Sites and Referred Vendors. First Mode hereby disclaims, and you hereby discharge, waive, and release First Mode and its licensors and suppliers from any past, present and future claims, liabilities and damages, known or unknown, arising out of or relating to your interactions with such third parties and their products and Website. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” YOU HEREBY WAIVE ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION.
4. INDEMNITY FOR THIRD PARTY ACTIONS
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, RELEASE AND HOLD FIRST MODE AND ITS LICENSORS AND SUPPLIERS (COLLECTIVELY, “FIRST MODE PARTIES”) HARMLESS FROM AND AGAINST (I) ALL CLAIMS, ACTIONS, LAWSUITS, AND ANY OTHER LEGAL ACTION BROUGHT BY ANY THIRD PARTY AGAINST ANY OF THE FIRST MODE PARTIES ARISING FROM OR RELATING TO (A) YOUR USE OF THE WEBSITE; (B) YOUR VIOLATION OF THESE TERMS; OR (C) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF ANY THIRD-PARTY, INCLUDING, BUT NOT LIMITED TO, INTELLECTUAL PROPERTY RIGHTS (COLLECTIVELY, “THIRD PARTY ACTIONS”); AND (I) ANY AND ALL RELATED LOSSES, DAMAGES, SETTLEMENTS AND JUDGEMENTS (INCLUDING PAYMENT OF FIRST MODE’S ATTORNEYS’ FEES AND COSTS) INCURRED BY ANY OF THE FIRST MODE PARTIES, ASSESSED OR FOUND AGAINST ANY OF THE FIRST MODE PARTIES, OR MADE BY ANY OF THE FIRST MODE PARTIES, RELATING TO OR ARISING FROM ANY SUCH THIRD PARTY ACTION (“THIRD PARTY RELATED LOSSES”).
YOU UNDERSTAND AND AGREE THAT YOUR INDEMNIFICATION OBLIGATION TO THE FIRST MODE PARTIES APPLIES EVEN IF SUCH THIRD-PARTY ACTION AND THIRD PARTY RELATED LOSSES ARISE FROM THE NEGLIGENCE OF ANY KIND OR DEGREE, BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NON-COMPLIANCE WITH APPLICABLE LAW, OR OTHER FAULT OR WRONGDOING OF ANY OF THE FIRST MODE PARTIES. HOWEVER, NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO REQUIRE ANY INDEMNIFICATION WHICH WOULD RENDER OR MAKE THIS CLAUSE, IN WHOLE OR IN PART, VOID AND/OR UNENFORCEABLE UNDER APPLICABLE LAW. FURTHER, YOUR INDEMNIFICATION OBLIGATION SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL OR RECKLESS MISCONDUCT OF THE FIRST MODE PARTIES, OR GROSS NEGLIGENCE OF THE FIRST MODE PARTIES IN THOSE STATES THAT DO NOT PERMIT INDEMNIFICATION FOR GROSS NEGLIGENCE. “THIRD PARTY” IS DEFINED HEREIN TO INCLUDE, BUT IS NOT LIMITED TO, A FIRST MODE WEBSITE VISITOR, FIRST MODE CLIENT OR CUSTOMER, EMPLOYEE, OR INSURANCE COMPANY. FIRST MODE RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY FIRST MODE, AND YOU AGREE TO COOPERATE WITH OUR DEFENSE OF SUCH CLAIMS. YOU AGREE NOT TO SETTLE ANY SUCH CLAIM WITHOUT FIRST MODE’S PRIOR WRITTEN CONSENT. FIRST MODE WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING UPON BECOMING AWARE.
5. Warranty Disclaimers
(a) THE WEBSITE IS PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE”, AND FIRST MODE, AND OUR LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.
(b) FIRST MODE, AND OUR LICENSORS AND SUPPLIERS, MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE WEBSITE: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE COMPATIBLE WITH ANY NETWORK, OR YOUR COMPUTER, OR MOBILE DEVICE; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FIRST MODE OR THOUGH THE WEBSITE, SHALL CREATE ANY WARRANTY.
(c) FIRST MODE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH, OR IN CONNECTION WITH, THE WEBSITE, OR ANY HYPERLINKED WEBSITE OR SERVICE, AND FIRST MODE WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF SUCH PRODUCTS OR WEBSITE.
6. Limitation of Liability
Nothing in these Terms and, in particular, within this “Limitation of Liability” clause, shall be interpreted or construed to limit or exclude liability that cannot be so limited or excluded under applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE WARRANTY AND OTHER DISCLAIMERS IN THESE TERMS, IN NO EVENT WILL (A) FIRST MODE BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOST DATA, OR LOST PROFITS ARISING FROM OR RELATING TO THE WEBSITE OR GOVERNMENT AGENCY INVESTIGATION, EVEN IF FIRST MODE KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) FIRST MODE’S TOTAL CUMULATIVE LIABILITY FOR ANY DIRECT DAMAGES, PROPERTY DAMAGE, OR ANY OTHER DAMAGES NOT EXCLUDED OR PRECLUDED PURSUANT TO (A) ABOVE, ARISING FROM OR RELATED TO THE WEBSITE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT NEVER TO EXCEED THE AMOUNT PAID TO FIRST MODE FOR THE WEBSITE IN THE PRECEDING TWELVE (12) MONTHS FROM WHEN THE UNDERLYING CLAIM AROSE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. FIRST MODE DISCLAIMS ALL LIABILITY OF ANY KIND OF FIRST MODE’S LICENSORS AND SUPPLIERS. UNDER NO CIRCUMSTANCES WILL FIRST MODE BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH USE OF, OR EXPOSURE TO, ANY CONTENT POSTED, EMAILED, ACCESSED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE.
YOU UNDERSTAND AND AGREE THAT THIS LIMITATION OF LIABILITY IN THIS SECTION 6 SHALL APPLY EVEN IF FIRST MODE IS FOUND LIABLE FOR ANY LOSS OR DAMAGE DUE TO BREACH OF CONTRACT, BREACH OF EXPRESS OR IMPLIED WARRANTY, NEGLIGENCE OF ANY KIND OR DEGREE, STRICT PRODUCT LIABILITY, SUBROGATION, INDEMNIFICATION OR CONTRIBUTION, OR ANY OTHER THEORY OF LIABILITY. HOWEVER, THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL, OR RECKLESS MISCONDUCT OF FIRST MODE OR GROSS NEGLIGENCE OF FIRST MODE IN THOSE STATES THAT DO NOT PERMIT LIMITATION OF LIABILITY FOR GROSS NEGLIGENCE.
7. General
(a) Changes to These Terms. First Mode reserves the right to make changes to these Terms, and First Mode will post notice of changes to this Website. If First Mode makes any material changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Website. If you have provided us with an e-mail address, you are responsible for ensuring that it is your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of seven (7) calendar days following our dispatch of an e-mail notice to you (if applicable) or seven (7) calendar days following our posting of notice of the changes on the Website. These changes will be effective immediately for new users of the Website. Continued use of the Website following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. IF YOU DO NOT AGREE WITH ANY OF THE CHANGES TO ANY OF THE TERMS, YOU SHOULD CEASE ACCESSING OR USING THE WEBSITE.
(b) Governing Law; Jurisdiction and Venue. To the extent that the Agreement allows you or First Mode to initiate litigation in a court, other than for small claims court actions, you agree that these Terms and all matters relating to your access to, or use of, the Website will be governed by the laws of the State of Washington, USA, without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree and hereby submit to the exclusive personal jurisdiction and venue of the state and federal courts located in the State of Washington, USA, for any dispute arising out of or relating to these Terms and the parties waive any objection based on venue or inconvenient forum.
(c) Protection of Confidentiality and Intellectual Property Rights. Notwithstanding the foregoing, First Mode may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.
(d) Entire Agreement/Severability. These Terms constitute the entire agreement between you and First Mode regarding the use of and access to the Website. Any failure by First Mode to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
(e) Assignment. These Terms, and any associated rights or obligations, may not be assigned or otherwise transferred by you without First Mode’s prior written consent. These Terms may be assigned by First Mode without restriction. These Terms are binding upon any permitted assignee.
(f) Electronic Communications. By using the Website, you (a) consent to receive communications from us in an electronic form, and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
(g) Notifications. First Mode may provide notifications to you as required by law, or for marketing or other purposes, via (at its option) e-mail, hard copy, or posting of such notice on the Website. First Mode is not responsible for any automatic filtering that you or your network provider may apply to email notifications.
(h) Marks. All trademarks, logos and service marks (“Marks”) displayed on the Website are the property of First Mode or of their respective holders. You are not permitted to use any of the Marks without the applicable prior written consent of First Mode or such respective holders. First Mode reserves the right to alter Website offerings, specifications, and pricing at any time, without notice, and is not responsible for typographical or graphical errors that may appear in these Terms or in related guidelines, policies, or rules.
(i) Section Titles. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.
(j) Relationship of Parties. You agree that you have no relationship with First Mode, and neither party is an agent or partner of the other.
(k) Local Laws. We make no representation that any materials on the Website are appropriate or available for use in jurisdictions that are outside the United States. Access to the Website from jurisdictions where such access is illegal is prohibited. If you choose to access the Website from other jurisdictions, you do so at your own initiative and are responsible for compliance with applicable local laws.
(l) Government Users. If you are affiliated with a branch or agency of the U.S. Government, use, duplication or disclosure of the Website is subject to the restrictions set forth in these Terms except that these Terms shall be governed by federal law. Any additional rights or changes desired by the U.S. Government shall be negotiated with us consistent with these Terms.
(m) Force Majeure. Neither party will be responsible to the other for any delay in performing under these Terms which results from civil disturbance, undeclared or declared war or other hostilities, acts of terrorism, acts of anarchy, labor strikes or interruptions, earthquakes, epidemic, or other acts of Nature or acts of God, governmental orders, diseases, pandemics, or any cause beyond the reasonable control of such party.
(n) California Disclosure. First Mode is located at the address set forth below. If you are a resident of the state of California, USA, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Website of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210.
(o) Contact Information. If you have additional questions or comments of any kind, please let us know by sending your comments or requests to us at:
First Mode Holdings, Inc.
542 1st Ave S Suite 300
Seattle, WA 98104
info@firstmode.com