TERMS OF USE

You have arrived at BIASC.ORG, a website owned and operated by the Building Industry Association of Southern California (“BIASC”, or “Company”).  By accessing or using this Site, you as the user (“you”) agree to be bound by the following terms and conditions referenced herein and/or available by hyperlink (these “Terms”).

These Terms govern your access and use of this Site and all publicly available content, services and/or products provided through this Site (collectively, the “Services”).  These Terms apply to all users of this Site, including without limitation users who are browsers, vendors, customers, merchants, members and/or contributors of content.

Please read these Terms carefully before accessing or using this Site.  These Terms are a legally binding agreement between you and Company. These terms do not purport to supersede any legally binding agreements which may exist between you and Company and which are independent from your use of this Site.  In the event of any inconsistency, the terms of such other agreement shall control with respect to the Services provided thereunder.

BY ACCESSING OR USING ANY PART OF THIS SITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS, INCLUDING THEIR DISCLAIMERS AND LIMITATIONS OF LIABILITY. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, THEN YOU MAY NOT ACCESS THIS SITE OR USE ANY SERVICES. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

 

CHANGES TO THESE TERMS

Company may revise these Terms at any time with or without additional notice to you.  Such revised Terms will be effective when posted on this Site.  You should revisit these Terms on a regular basis, as revised versions will be binding upon you.  You understand and agree that your continued access to or use of this Site after the effective date of changes to these Terms indicates your acceptance of such revisions. You can review the most current version of these Terms at any time on this page.

Any new features or tools which are added to this Site shall also be subject to these Terms.

These Terms may not be modified, amended, terminated or waived, in whole or in part, by you except by a written instrument signed by Company.

 

USE OF THIS SITE

 

Intended Users

This Site is intended solely for users who are eighteen (18) years of age or older, and any registration by, use of or access to this Site by anyone under eighteen (18) is unauthorized, unlicensed and in violation of these Terms. By using this Site and the Services, you represent and warrant that you are eighteen (18) or older and that you agree to abide by all of these Terms.

Licensing

On the condition that you comply with all of your obligations under these Terms, Company grants you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable license and right to access this Site with a generally available web browser to view information and use this Site.  Any other use of this Site is strictly prohibited and a violation of these Terms.  Company and its licensors reserve all rights not expressly granted in these Terms, including, without limitation, rights of title, ownership, intellectual property and all other rights and interests in this Site and all related items.

Cessation of Service

Company reserves the right to modify, terminate and suspend the operation of this Site, as well as the provision of any or all Services, without notice or liability, at any time and for any or no reason in its sole and absolute discretion.

Risks Inherent in Electronic Mail

You understand that communications distributed by this Site may be distributed by electronic mail, which is by its nature insecure and unreliable.  Electronic mail is subject to interception, misdirection and loss.  In addition, an electronic mail message may be forwarded by its intended recipient to other unintended recipients.  Any recipient of an electronic message sent by this Site may access the hyper-links to files contained on this Site, as this Site does not authenticate or validate the identity or authority of any person following a hyperlink contained in any such message.

Accuracy, Completeness and Timeliness of Information 

Company is not responsible if information made available on this Site is not accurate, complete or current. The material on this Site prepared by Company is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information.  Any reliance on the material on this Site is at your own risk. This Site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only.  Company reserves the right to modify the contents of this Site at any time, but Company has no obligation to update any information on this Site. You agree that it is your responsibility to monitor changes to this Site.

Third-Party Services

This Site includes links to third-party products, services, tools and websites, as well as materials provided by third parties (collectively, “Third-Party Content”).  Neither these Terms nor this Site endorse or take responsibility for any Third-Party Content.  You agree that Company is not responsible for the accuracy, availability or contents of Third-Party Content.  You understand that Company has no obligation to, and generally does not, approve or monitor materials provided by third parties through this Site.  Your use of Third-Party Content is at your own risk.  Company is not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. You acknowledge that Company provides access to such Third-Party Content “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement.  Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction.  Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.  Company may also, in the future, offer additional Third-Party Content through this Site (including the release of new tools and resources).  Such Third-Party Content shall also be subject to these Terms.

YOUR ACCOUNT

Account Creation

In order to access this Site, you may be required to create an Account and provide your contact information.  Company reserves the right to refuse or reject any request to create an account for you for any or no reason at Company’s sole discretion.

Responsibility

You are solely responsible for your Account, your contact information and other information made available through such Account or otherwise via this Site (your “Information”).  You assume all risks associated with your Information, including reliance on its quality, accuracy or reliability by any other person or entity.

Termination

You may terminate your Account at any time by contacting Company at lmeadows@biasc.org.  If Company has reason to suspect that you have breached these Terms, or that any of your Information is not authorized, correct, current and complete, Company may, in addition to taking or reserving any other remedies against you, terminate your Account.  Company reserves the right to erase any or all of your Information from this Site, as well as to terminate your Account without notice or liability, at any time and for any or no reason in its sole and absolute discretion.  Any suspension, termination or cancellation of your Account shall not affect provisions of these Terms, such as indemnification and limitations of liability, that are by their nature intended to survive such suspension, termination or cancellation.

Prohibited Uses 

You agree that:

• you will not violate these Terms or any of Company’s or its licensors’ rights or use this Site to violate the rights of any third party such as copyright or trademark rights;
• you will use your true legal name and true electronic mail address, and only provide accurate and complete information on this Site;
• you will provide at your cost all equipment, software, mobile access and Internet access necessary for you to use this Site;
• you will copy information from this Site only as necessary for your personal, non-commercial use to view, save, print, fax or e-mail such information;
• you will not otherwise reproduce, modify, distribute, display or provide access to this Site or its content;
• you will not create derivative works from, decompile, disassemble or reverse engineer any portion of this Site;
• you will not upload to or distribute through this Site any binary code, macros or other executable code, or any file that contains any viruses, Trojan horses or other components designed to commandeer, limit or harm the functionality of a computer;
• you will not attempt to gain unauthorized access to this Site or the Services provided by this Site, other accounts, computer systems, or networks under the control or responsibility of Company through hacking, cracking, password mining, or any other unauthorized means;
• you will not record, process or mine information about other users, or access, retrieve or index any portion of this Site;
• you will not remove or modify any copyright or other intellectual property notices that appear on this Site;
• you will not access or use this Site in any manner that could damage, disable, overburden, place an unreasonable load on, interfere or attempt to interfere with the proper working of, or impair, this Site, its computer systems, network or the account of any other user;
• you will not attempt to gain unauthorized access to any parts of this Site or any user accounts, or any of this Site’s computer systems or networks;
• you will not use this Site in any way that is unlawful, harms Company’s business, Company’s service providers, licensors, representatives or any other user, or breaches any policy or notice on this Site;
• you will not impersonate another person or misrepresent your affiliation with another person or entity, such as by using another person’s user name, password or other account information or another person’s name, likeness, image or photograph;
• you will not charge any person for access to any portion of this Site or any information on this Site;
• you will not access this Site through automated queries (such as by screen or database scraping, spiders, robots, crawlers or any other automated activity with the purpose of obtaining information from this Site) without Company’s prior express written permission;
• you will not engage in “framing” or “mirroring,” or otherwise simulate the appearance or functionality of this Site;
• you will not on this Site harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin or disability;
• upload, post, email or transmit, or otherwise make available through this Site any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law;
• download any file posted by another user of this Site that you know, or reasonably should know, cannot be legally distributed in such manner; and
• you will not assist, encourage or enable others to do any of the preceding prohibited activities.

USER REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

• you are eighteen (18) years or older and you have all requisite rights and authority to use this Site and to enter into these Terms;
• the performance of your obligations under these Terms will not violate, conflict with, or result in a default under any other agreement, including confidentiality agreements between you and third parties;
• you will use this Site and the Services for lawful purposes only and subject to these Terms;
• you are responsible for all use of this Site and the Services by persons accessing this Site and such Services through your Account (if any);
• you agree that Company will not be liable for any losses incurred as a result of a third party’s use of this Site and the Services associated with your Account, regardless of whether such use is with or without your knowledge and consent;
• you will not use this Site and the Services in any manner that could damage, disable, overburden or impair this Site, or interfere with use of this Site or the Services by others;
• any information submitted to this Site or Company by you is true, accurate, and correct;
• you understand that, except as expressly stated in these Terms, these Terms do not grant you any license to use, reproduce, distribute, display or provide access to any portion of this Site on third-party websites, or otherwise;
• you agree to immediately notify Company of any unauthorized use of your Account, if any, of which you become aware;
• you are solely responsible for maintaining the confidentiality of your Account name(s) and password(s);
• you are not a competitor of Company or its licensors and are not using this Site or the Services for reasons that are in competition with Company or its licensors;
• if you use this Site in your capacity as an employee, owner or otherwise as an agent of another person or entity, you agree on behalf of yourself and such person or entity, jointly and severally, to be bound by these Terms;
• you will not impersonate another person or misrepresent your affiliation with another person or entity, including using another person’s user name, password or other account information or another person’s name, likeness, image or photograph; and
• your consent to be bound to any consents, notices, disclosures or other records or documents to be entered into between you and Company (“Electronic Contracts”), whether by typing your name, checking a box, pressing a button, clicking through a link, or demonstrating other intent to be bound to such Electronic Contract, shall create a legal, valid and binding contract enforceable against you in accordance with its terms.

INTELLECTUAL PROPERTY

 

Content of this Site 

Company or its licensors own all of the content that is made available in connection with this Site (the “Site Content”), including visual interfaces, interactive features, graphics, designs, databases and their data, computer code, products, software and all other elements and components of this Site.  Company or its licensors also own the copyrights, trademarks, service marks, trade names and other intellectual and proprietary rights throughout the world associated with this Site and the Site Content, which are protected by copyright, trade dress, patent, trademark and other applicable intellectual property rights and laws.

 

Restrictions 

You may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display, perform or in any way exploit any of the Site Content in whole or in part, except as expressly authorized by the applicable rights holder.  Except as expressly and unambiguously provided by these Terms, neither Company nor any of its licensors grant you any express or implied rights, and all rights in and to this Site and the Site Content are retained by their holders.

 

User Comments, Feedback and Other Submissions 

If, (i) at Company’s request, you send certain specific submissions (for example inquiries), comments or feedback, or, (ii) without a request from Company, you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise ((i) and (ii) collectively, “Feedback”), you agree that Company, its affiliates and each of their and each of their successors, assigns and designees may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Feedback that you forward to us.  Company shall be under no obligation (1) to maintain any Feedback in confidence; (2) to pay compensation for any Feedback; or (3) to respond to any Feedback.  Company may, but has no obligation to, monitor, edit or remove content that Company determines in its sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any Feedback. You are solely responsible for any Feedback you provide and its accuracy. Company accepts no responsibility and assumes no liability for any Feedback posted by you or any third-party.  In respect of Comments relating to this Site, you represent, warrant and agree that:

 

• your Feedback will not (i) violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right; or (ii) contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the services contemplated hereunder; or (iii) contain the confidential proprietary information of third parties;
• None of Company, its affiliates or any of their respective successors, assigns or designees is under any obligation of confidentiality, express or implied, with respect to the Feedback; and
• Company, its affiliates and any of their respective successors, assigns and designees may have something similar to the Feedback already under consideration or in development.

You hereby grant Company, its affiliates and each of their respective successors, assigns and designees a worldwide, perpetual, non-exclusive, royalty-free, fully paid-up, irrevocable, assignable, sublicensable, transferable license to use, modify, prepare derivative works of, publish, distribute and sublicense all Feedback, and you irrevocably waive, and cause to be waived, against Company, its affiliates and each of their respective successors, assigns and designees, and against the users of this Site, all claims and assertions of any moral rights contained in such Feedback.

 

PRIVACY

 

Company respects your privacy and limits the sharing of data about you with third parties.  Please consult BIASC’s Privacy Policy, available here BIASC privacy policy for more information. By agreeing to these Terms, you acknowledge and consent to the collection, use, sharing and disclosure of your personal information and data as described in such BIASC Privacy Policy, as it may be amended from time to time.

 

INDEMNIFICATION

 

You agree to indemnify, defend and hold Company, as well as Company’s parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, including the shareholders, officers, directors, employees, agents and representatives of each of them (collectively, the “Company Parties”) harmless from any and all claims, liability, damages and costs (including, but not limited to, attorneys’ fees) arising out of or relating to:

 

• your access to or use of this Site;
• your violation of these Terms, including without limitation your breach of any representation or warranty;
• your infringement, or the infringement of any third party using your Account, of any intellectual property or other right of any person or entity; or
• the nature and content of all materials, Electronic Contracts, works, data, statements and other visual, graphical, written or audible communications of any nature submitted by you or otherwise processed through your Account.

Company reserves the right to, but is not obligated to, assume the exclusive defense and control of any matter for which you are required to indemnify Company Parties, and you agree to cooperate with Company’s defense of such claims.  You agree not to settle any such matter without Company’s prior written consent.  Company will use reasonable efforts to notify you of any such claim, action or proceeding when Company becomes aware of it.  Each of the Company Parties is an express third party beneficiary of this indemnification provision, with full rights to enforce its terms.

 

LIMITATIONS OF LIABILITY

 

No Consequential Damages

Company shall not be liable for any indirect, special, incidental, exemplary, punitive or consequential loss or damage of any kind, including without limitation, lost business or profits, whether arising in tort (including negligence), equity, breach of contract or otherwise (and whether or not such damages are foreseeable or Company has been advised of the possibility of such loss or damage).  In no event will any of the officers, trustees, directors, partners, employees, consultants, beneficiaries, joint venturers, members, stockholders or other principals or representatives of Company, ever be personally liable to you under, arising out of, or related to these Terms (including for direct, indirect, special, incidental, exemplary, punitive or consequential losses or damages), and you hereby waive the right to recover damages from any such persons.

Limitation of Liability

You expressly agree that your use of, or inability to use, this Site and the Services is at your sole risk.  All products and services delivered to you through this Site are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions.

IN NO EVENT SHALL COMPANY OR ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, INTERNAL OPERATING UNITS, AFFILIATES, PARENTS, SUBSIDIARIES, SUBLICENSEES, SUCCESSORS AND ASSIGNS, ATTORNEYS, INDEPENDENT CONTRACTORS, AND RELATED PARTIES (COLLECTIVELY, WITH COMPANY, THE “COMPANY ENTITIES”) BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE USE OR INABILITY TO USE THE WEBSITE, SERVICES, OR CONTENT, ANY BREACH OF SECURITY, OR ANY CONTENT, INFORMATION, PRODUCTS OR SERVICES OBTAINED THROUGH THE SERVICES, INCLUDING ANY LOSS OF REVENUE OR PROFITS, LOSS OF USE, LOSS OF DATA, OR BUSINESS INTERRUPTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, REGULATION, COMMON LAW PRECEDENT OR OTHER LEGAL THEORY, EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND EVEN IF SUCH DAMAGES RESULT FROM ANY COMPANY ENTITY’S NEGLIGENCE OR GROSS NEGLIGENCE. IN NO EVENT SHALL THE COMPANY ENTITIES’ AGGREGATE LIABILITY (OR THE AGGREGATE LIABILITY OF ITS OFFICERS, DIRECTORS, AFFILIATES, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) ARISING OUT OF OR IN CONNECTION WITH THE TERMS OF USE, SITE, OR SERVICES EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00). ADDITIONAL DISCLAIMERS BY COMPANY MAY APPEAR WITHIN THE SERVICES AND ARE INCORPORATED HEREIN BY REFERENCE. TO THE EXTENT ANY SUCH DISCLAIMERS PLACE GREATER RESTRICTIONS ON YOUR USE OF THE SERVICES OR THE MATERIAL CONTAINED THEREIN, SUCH GREATER RESTRICTIONS SHALL APPLY. Some jurisdictions restrict or do not allow the limitation of liability in contracts, and as a result the contents of this section may not apply to you. In cases where such laws apply, liability of the Company Entities shall be limited to the fullest extent permitted by law.  If you are a resident of New Jersey, this section does not apply to prevent a right to recover certain damages (including punitive damages) where a harmed person proves that the harm suffered was the result of a defendant’s “acts or omissions and such acts or omissions were actuated by actual malice or accompanied by a wanton and willful disregard of persons who foreseeably might be harmed by those acts or omissions.”  Similarly, this section does not limit Company’s tort liability under New Jersey law for harm resulting from intentional or reckless conduct.

DISCLAIMER OF WARRANTIES

This Site is provided “as is,” and Company: (i) makes no representation or warranty of any kind whether express, implied (either in fact or by operation of law), or statutory, as to any matter whatsoever; (ii) expressly disclaims all implied warranties of merchantability, fitness for a particular purpose, quality, accuracy, and title; and (iii) does not warrant that this Site is or will be error-free, will meet your requirements, or be timely or secure.  You will be solely responsible for any damage resulting from the use of this Site.  You will not have the right to make or pass on any representation or warranty on behalf of provider to any third party.  Use of this Site is at your sole risk.  Company makes no guaranty of confidentiality or privacy of any communication or information transmitted on this Site.  Please check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.  Because some states and jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to you.  In such event, such warranties are limited to the minimum warranty period allowed by the applicable law.  Without limiting the generality of the foregoing, Company does not make any warranty of any kind with respect to freedom from patent, trademark, or copyright infringement, or theft of trade secrets and Company does not assume any liability hereunder for any infringement of any patent, trademark, or copyright arising from the use of this Site or rights granted or provided by Company hereunder.

COPYRIGHT POLICY

Company does not permit infringement of intellectual property rights on this Site or in respect of the Services, and Company will remove copyright infringing activities or related content if Company is properly notified that such activities or content infringes on another’s intellectual property rights. If you believe that your work has been copied in a way that constitutes copyright infringement, or that any material on this Site violates these Terms or your intellectual property rights, please notify Company as soon as possible by sending an email to lmeadows@biasc.org, or by contacting Company’s agent (listed below), with the following information pursuant to the Digital Millennium Copyright Act (“DMCA”) (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information): (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on this Site, sufficient for Company to locate the material; (iv) your contact information, including your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Pursuant to Section 512(c)(2) of the DMCA, Company designates the following agent to receive notifications of claimed infringement[1]:

Building Industry Association of Southern California

Attn: COO Craig Foster

17192 Murphy Ave., #14445

Irvine, CA 92623

For the avoidance of doubt, only DMCA notices should go to Company’s designated copyright agent set forth above. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.  Company reserves the right to remove content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion.  In appropriate circumstances, Company will also terminate an account if the user is determined to be a repeat infringer.

GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL; ARBITRATION

Governing Law

These Terms and your use of the Services shall be governed by and construed in accordance with the laws of the State of California, and the obligations, rights and remedies of parties hereunder shall be determined in accordance with such laws without giving effect to conflict of laws principles thereof.

Jurisdiction and Waiver of Jury Trial

By agreeing to these Terms and using this Site and the Services, you (i) agree to submit to personal jurisdiction in California for all purposes and (ii) hereby waive your right to a trial by jury with respect to any dispute, controversy or claim arising out of or in connection with or relating to your use of this Site or these Terms, or any breach or alleged breach of these Terms.

Arbitration and Dispute Resolution

Unless otherwise agreed in writing by you and Company, any dispute arising out of or relating to these Terms or this Site or the Services, or any breach thereof, shall be finally resolved using the following procedures and in the following order:

1. Any dispute, controversy or claim arising out of or in connection with or relating to your use of this Site or these Terms or the Services, or any breach or alleged breach of these Terms or Services, shall be submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration pursuant to the clause set forth in (5) below.
2. Either you or Company may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested.
3. Each of you and Company will cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. Each of you and Company agree that they will participate in the mediation in good faith and that they will share equally in its costs.
4. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by either of you or Company and each of your respective agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.
5. Either you or Company may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or at any time following 45 days from the date of filing the written request for mediation, whichever occurs first (“Earliest Initiation Date”). The mediation may continue after the commencement of arbitration if both you and Company so desire.
6. At no time prior to the Earliest Initiation Date shall either you or Company initiate an arbitration or litigation related to this Site or these Terms, except to pursue a provisional remedy that is authorized by law or by the JAMS Comprehensive Rules and Procedures (the “JAMS Rules”) or by agreement of each of you and Company. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of (3) above.
7. All applicable statutes of limitation and defenses based upon the passage of time shall be tolled until 15 days after the Earliest Initiation Date. Each of you and Company will take such action, if any, required to effectuate such tolling. Each of you and Company shall maintain the confidential nature of the arbitration proceeding and any award thereunder, including in respect of any hearing thereunder, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.
8. In any arbitration arising out of or related to this Site or these Terms, the arbitrator(s) shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.  If the arbitrator(s) determine a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator(s) may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.
9. Any arbitration arising out of or related to this Site or these Terms shall be conducted in accordance with the expedited procedures set forth in the JAMS Rules as the JAMS Rules exist on the date you initially access or use this Site, including Rules 16.1 and 16.2 of those JAMS Rules.

INTERNATIONAL USE

If you are located outside of the United States, you use or access this Site solely at your own risk and initiative. This Site is controlled and operated from facilities within the United States. Company makes no representations that the Services offered on this Site are appropriate or available for use in any other jurisdictions. Accessing this Site is prohibited from territories where the content on this Site is prohibited. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. The content, material and information contained on this Site does not constitute an offer or solicitation and may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation; or (iii) if the person making the offer or solicitation is not qualified to do so. This Site is not directed at you if Company is prohibited by any law of any jurisdiction from making the information on this Site available to you.  It is your responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction, including the one in which you reside.

NOTICES

To send notices to Company, or if you have any questions regarding these Terms, please contact Company at lmeadows@biasc.org.  Company may provide you with notices, including notices of changes to these Terms, by electronic mail, regular mail or communications through this Site.  Legal notices to you will be provided either to the email or mail address provided to Company during the registration process for your Account or posted on this Site. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Notice will be deemed given three days after the date of mailing or posting on this Site, as applicable. You agree that all notices and other communications that Company provides to you electronically (by email or by posting on this Site) satisfies any legal requirement that such notice or communication be in writing.

OTHER

No Assignability of Terms

These Terms, and any rights or obligations under these Terms, are not assignable, transferable or sublicensable by you except with Company’s prior written consent, but may be assigned or transferred by Company without restriction.  Any attempted assignment by you shall violate these Terms and be void.

No Waiver of Terms

Except as expressly set forth in these Terms, any failure of a party to take action in response to any breach of these Terms by the other party shall not constitute a waiver of such breach or of performance required by the other party; and no waiver of any provision of these Terms shall constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a continuing waiver unless expressly provided therein.

Force Majeure 

Neither party will be liable for, or be considered to be in breach of or default under these Terms on account of any delay or failure to perform as required by these Terms as a result of any cause or condition beyond such party’s reasonable control, so long as such party uses commercially reasonable efforts to avoid or remove such causes of non-performance or delay.

Entire Agreement

These Terms contain the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous representations, promises, agreements and understandings, whether oral or written, between the parties concerning the subject matter hereof. You may from time to time enter into binding legal agreements relating to certain Services, which may have terms that are different from those of these Terms.  In the event of any inconsistency, the terms of such other agreement shall control with respect to such Services.  Any ambiguity in the interpretation of these Terms shall not be construed against the drafting party.

Severability

If any provision of these Terms is deemed to be invalid or unenforceable, the remaining provisions of these Terms shall be valid and binding and of like effect as though such provision were not included.