Lastly, we highly recommend you read the TOUs in full before participating in this site. And reach out to us at firstname.lastname@example.org if you have questions.
Effective as of July 19, 2017 – Version 1.0
Welcome to the “Digital Makerspace” (sometimes referred to herein as the “Site” or “DMS”), a website platform that permits individuals in the conservation community to come together with individuals from other fields and disciplines to observe, participate in, organize, and lead collaborative “Projects” (defined in more detail below) to develop technology solutions that serve the community’s goal of conservation impact.
The Digital Makerspace is owned and operated by Conservation X Labs, Inc. (sometimes referred to herein as “CXL,” the “Organization,” “we,” or “us”), a non-profit § 501(c)(3) organization, incorporated in Washington D.C., whose mission is to harness exponential technologies, open innovation, and entrepreneurship to dramatically improve the efficacy, cost, speed, scale, and sustainability of conservation efforts to end human-induced extinction.
The Digital Makerspace was initially conceived and created for the Oceans X Labs program, a joint initiative between the World Wildlife Fund (WWF) and CXL to create an incubator/ accelerator for sourcing, developing, and scaling innovations to facilitate ocean conservation. To this end, CXL’s Digital Makerspace offers the conservation community a digital platform that supports mass collaboration around key conservation challenges, connecting community members from different disciplines, helping innovators identify technical, financial, and human resources, and guiding technology and product development to create scalable conservation impact.
We, at CXL, recognize that individual effort and hard work carried out on the Site must be incentivized and that intellectual property (“IP,” or “Intellectual Property,” which is defined in more detail below) developed on the Site must be protected and treated fairly if we are to accomplish this goal.
BACKGROUND ON USER PARTICIPATION ON THE SITE:
A User who accesses the Site may do so via at least one of the following “Permission Levels” associated with the type of User an individual is, each of which provides a different degree of access to the Site’s Services:
Certain other restrictions outlined herein or on the Site may also apply to Public, Tribe Member, and/or Project Member Users.
The Services include various collaborative efforts. One example of such collaborative efforts is a Project aimed at developing conservation-related technology. These are typically led by one or more Project Instigators who, using the Site, oversee Project Members and any other individual authorized to participate in a Project. A Project Instigators controls a Project’s visibility, whether by making the Project entirely open & visible to public, open & visible only to Tribe Members, or open & visible only to Project Members. Further, as explained in more detail below, a Challenge, which may be initiated by a third-party organization, or by CXL itself, and which seeks conservation technology solutions, may result in a Project being carried out on the Site. Another example is convening of a multidisciplinary community that seeks to address global environmental challenges.
Projects typically begin with a “Project Idea” that will generally originate in one of three ways:
With respect to any Project, a Project Instigator may choose for the Project to be “Open” or “Closed.” An “Open” project may be considered an open Project whereby all details of the project development will be shared openly with the Tribe community, and a “Closed” project may be considered a Project whereby the Project Instigator will moderate access to the Project details.
THE APPROVAL OF ANY PROJECT IDEA TO BE PUBLISHED AS A PROJECT ON THE SITE, BY CXL OR ANY OTHER ENTITY OR PERSON AUTHORIZED BY CXL TO HELP SELECT A PROJECT IDEA FOR A PROJECT, IS SUBJECT TO CXL’S SOLE AND ABSOLUTE DISCRETION, AND CXL RESERVES THE RIGHT, FOR ANY OR NO REASON, TO (I) REJECT ANY SUBMITTED PROJECT IDEA, (II) REFUSE TO POST ANY SUBMITTED PROJECT IDEA TO THE SITE, AND/OR (III) AND TERMINATE THE DEVELOPMENT OR ANY PHASE RELATED TO A PROJECT OR PROJECT IDEA.
COMMONLY USED TERMS AND THEIR DEFINITIONS
All initial capitalized terms used in this Agreement shall have the meaning ascribed to such terms. In addition to any term defined elsewhere in this Agreement, the following terms shall have the meaning listed below:
CONTROL OF THE SITE AND SERVICES:
You acknowledge that CXL is a service provider that has created the Site to allow Users to interact, via the Site, with each other, CXL personnel, and/or third parties authorized by CXL to participate on the Site or in the Services. You further acknowledge that Users can present and alter information presented on the Site on a real-time basis.
CXL generally does not regulate the content of communications between Users or Users' interactions with the Services. As a result, CXL has very little control, if any, over the quality, safety, morality, legality, truthfulness, or accuracy of User Content provided by Users. Nonetheless, CXL reserves the right to monitor and/or limit any User Content posted by a User to the Site, including, without limitation, in Projects and with Project Ideas.
OTHER PARTIES’ RIGHTS IN CONTENT:
You acknowledge that by using the Site, you will have access to User Content provided by other Users and Site Content provided by CXL. CXL may or may not pre-screen User Content submitted by Users to the Site. You acknowledge that CXL and other Users have rights in their respective Site Content and User Content under copyright and other applicable laws and treaty provisions, and that except as described in this Agreement, such rights are not licensed or otherwise transferred to you by mere use of the Services or posting on the Site. You accept full responsibility and liability for your use of any Site Content or User Content in violation of any such rights. You agree that your creation or submission of any User Content is not in any way based upon any expectation of compensation from CXL or any other User, unless CXL expressly provides for such compensation.
You agree that CXL has the absolute right and permission to use your name, voice, image, likeness, rights of publicity, as well as representations made by you, in any media (including, without limitation, television, print, radio and the Internet), world-wide, for the purposes of advertising, promoting, reporting and disseminating information about CXL, the Digital Makerspace, or a Project Idea or Project.
SERVICE INTERRUPTIONS AND SITE CHANGES:
CXL reserves the right to interrupt the Site with or without prior notice for any reason or no reason. You agree that CXL will not be liable for any interruption of the Site, any delay, or any failure to perform. CXL has the right at any time for any reason or no reason to change and/or eliminate any aspect(s) of the Site and/or the Services as it sees fit in its sole discretion. You are responsible for backing up your content and data.
REGISTRATION DATA; ACCOUNT SECURITY:
In consideration of your use of the Site, you agree to (a) provide accurate, current, and complete information about you, as may be prompted by any registration form on the Site (“Registration Data”), including, but not limited to, your full legal name, city, state, and country of residence, and other information about your technical background, education history, job history, publications, etc.; (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data and any other information you provide to CXL, and keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your User Account. Please note that you are required to use your legal name on any registration form on the Site. If you believe that using your legal name would result in hardship to you (e.g., result in discrimination or jeopardize your current employment), you may appeal to CXL at email@example.com to seek permission to register using an alias.
PROPRIETARY RIGHTS IN SITE CONTENT; LIMITED LICENSE:
OWNERSHIP OF USER CONTENT:
You further understand and agree that you have the right to consult with legal counsel of your choosing before you enter into this Agreement, and before submitting any IP and/or Projects and/or Project Ideas and/or User Content to the Site.
You further understand and agree that: (i) you are solely responsible for understanding all copyright, patent, trademark, trade secret, and other intellectual property or other laws that may apply to your User Content hereunder, including, without limitation, any right or obligation you may or may not have concerning open source software; and, (ii) you are solely responsible for, and CXL shall have no liability in connection with, the legal consequences of any action or failure to act on your part while using the Site, including, without limitation, any legal consequence relating to your or any other individual’s IP Rights. You further understand and agree that CXL also has the right herein to retain ownership of User Account data, regardless of any IP Rights in User Content.
You agree that you do not own the User Account you use to access the Site, nor do you own any data CXL stores on its servers (including, without limitation, any data representing or embodying any or all of your User Content). In addition, you do not have any right of access to the Site, the Services, or any right to data stored by or on behalf of CXL, other than as determined by CXL at its sole discretion.
"Conservation X Labs," “Digital Makerspace,” and other CXL names, brands, graphics, logos, designs, page headers, icons, scripts, and service names used by CXL to identify the Services, Site, and/or other services and/or products owned by CXL are trademarks (whether registered or at common law) of CXL in the U.S. and/or other jurisdictions. These trademarks may not be used, including as part of trademarks and/or as part of domain names, in connection with any good or service in any manner that is likely to cause confusion with CXL.
CONDUCT BY USERS; PROHIBITED CONDUCT:
You agree that you shall not: (i) take any action or upload, post, e-mail or otherwise transmit to or via the Site any User Content that infringes or violates any third-party right, including, without limitation, any IP Right, or that constitutes any other person or entity’s Proprietary Information; (ii) take any action, written or otherwise, that is intended, or would reasonably be expected, to harm CXL (including its employees), another User, or a third party that uses the Services, or their reputations, or that would reasonably be expected to lead to unwanted or unfavorable publicity to CXL (including its employees), another User, or a third party that uses the Services; (iii) impersonate any individual or entity without his, her, or its consent, including, but not limited to, a CXL employee, representative, or fellow, or another User, or falsely state or otherwise misrepresent your affiliation with any person or entity; (iv) take any action or upload, post, e-mail, or otherwise transmit to or via the Site any User Content that violates any local, state, national, or international law or regulation; (v) take any action or upload, post, e-mail, or otherwise transmit to or via the Site any User Content, as determined by CXL at its sole discretion, that is illegal, harmful, threatening, violent, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable; (vi) take any action or upload, post, e-mail, or otherwise transmit to or via the Site any User Content that contains any virus, Trojan horse, worm, spyware, time bomb, cancelbot, or other computer programming routine that is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or Personally Identifiable Information; (vii) take any action or upload, post, email, or otherwise transmit to or via the Site any User Content or Proprietary Information that would violate any right or duty under any law or under any contractual or fiduciary relationship (including, but not limited to, any inside information, proprietary information, or confidential information learned or disclosed as part of any employment relationships or under any confidentiality or nondisclosure agreement); (viii) upload, post, email, or otherwise transmit to or via the Site any unsolicited or unauthorized advertising or promotional material that is in the nature of “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation that CXL considers in its sole discretion to be of such nature; (ix) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirement, procedure, policy, or regulation of any network connected to the Services; (x) attempt to gain access to any other’s User Account or password; or (xi) stalk, abuse, or attempt to abuse, or otherwise harass, another User; (xii) charge any third party for use of the Site or the Services; or (xiii) modify, adapt, reverse engineer, decompile or attempt to discover the source code of the Site or any of its algorithms that are utilized to allocate a Reputation Score. Any violation by you of the terms of the foregoing may result in immediate and permanent suspension or cancellation of your User Account, and you expressly waive all rights, claims, and/or causes of action against CXL in connection with the same.
COPYRIGHT INFRINGEMENT COMPLAINTS:
We respect the intellectual property rights of others and we prohibit Users from uploading, posting, or otherwise transmitting on the Site or via the Services any material that violates another party's Intellectual Property Rights or that constitutes another person or entity’s Proprietary Information. Any infringing material posted by any User can be identified and removed pursuant to CXL’s Digital Millennium Copyright Act (the "DMCA") compliance process, provided herein, and you agree to comply with such process in the event you are involved in any claim of copyright infringement to which the DMCA may be applicable.
If you believe that any Site Content infringes a copyright, please send a notice of copyright infringement containing the following information to firstname.lastname@example.org.
CXL will, upon receiving your notice of copyright infringement, if that notice complies with the foregoing five requirements, take one or more of the following actions: (a) reasonably determine that the allegedly infringing Site Content is not infringing, and allow the Site Content to remain, (b) contact the person or entity who posted the allegedly infringing Site Content concerning your notice of infringement, and/or (c) remove the allegedly infringing Site Content. By your use of this Site, you expressly agree to and accept the foregoing DMCA compliance process, acknowledge its compliance with U.S. Copyright law, and waive any and all claims against CXL directly relating to, or arising from, the foregoing DMCA compliance process.
REPEAT INFRINGER POLICY:
In accordance with the DMCA and other applicable law, CXL has adopted a policy of terminating, in appropriate circumstances and at CXL’s sole discretion, Users who are deemed to be repeat infringers. CXL may also, at its sole discretion, limit access to the Site and/or terminate the account of any User who infringes any Intellectual Property Right, or who discloses CXL Confidential Information and/or Proprietary Information of others, including other Users, whether or not there is any repeat infringement or disclosure; anything that may otherwise be or may become due from CXL to any User, who has submitted User Content that infringes any IP Rights or discloses CXL Confidential Information and/or Proprietary Information of any other individual or entity, is subject to forfeiture, at the sole discretion of CXL.
MONITORING USER CONTENT:
CXL is not responsible or liable in any manner for any User Content posted on the Site or in connection with the Services. Although we provide rules for User conduct and postings and reserve the rights set forth in this Agreement, we are not responsible for what Users post, transmit, or share on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful, or otherwise objectionable Site Content you may encounter on the Site or in connection with any User Content. CXL is not responsible for the conduct, whether online or offline, of any User of the Site or Services. 15
DISPUTES BETWEEN USERS:
As a condition of access to the Site and the Services, you release CXL (and CXL’s shareholders, affiliates, directors, officers, subsidiaries, employees, and/or agents) from all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute you have or claim to have with one or more Users of the Site; including, without limitation, any claim that another User infringes upon your IP Rights in any User Content that you may provide. You further understand and agree that: (a) CXL will have the right but not the obligation to resolve disputes between Users relating to the Services, and CXL’s resolution of any particular dispute does not create an obligation to resolve any other dispute; (b) to the extent CXL elects to resolve such disputes, it will do so in good faith based solely on the general rules and standards of the Services and will not make judgments regarding legal issues or claims; (c) CXL’s resolution of such disputes will be final with respect to the Site, but will have no bearing on any real-world legal dispute in which Users of the Services may become involved; and (d) you hereby release CXL (and CXL’s shareholders, affiliates, directors, officers, subsidiaries, employees, and agents) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with CXL’s resolution of disputes relating to the Site or the Services.
ALL DATA ON CXL'S SERVERS ARE SUBJECT TO DELETION, ALTERATION, OR TRANSFER:
When using the Site or the Services, you may accumulate Site Content, objects, items, scripts, or other value or status indicators that reside as data on CXL's servers. THIS DATA, AND ANY OTHER DATA, ACCOUNT HISTORY AND ACCOUNT NAMES RESIDING ON CXL’s SERVERS, MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN CXL’s SOLE DISCRETION.
YOU ACKNOWLEDGE THAT, NOTWITHSTANDING ANY COPYRIGHT OR OTHER IP RIGHT YOU MAY HAVE WITH RESPECT TO USER CONTENT YOU POST ON THE SITE, AND NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH USER CONTENT OR OTHER DATA BY YOU OR ANY THIRD PARTY, CXL DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS (SUBJECT TO ANY UNDERLYING IP RIGHTS IN THE USER CONTENT OR SITE CONTENT), ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON CXL'S SERVERS.
YOU UNDERSTAND AND AGREE THAT CXL HAS THE RIGHT, BUT NOT THE OBLIGATION, TO REMOVE ANY SITE CONTENT (INCLUDING YOUR USER CONTENT) IN WHOLE OR IN PART AT ANY TIME FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE AND WITHOUT ANY LIABILITY OF ANY KIND.
ALL SERVICES ARE PROVIDED “AS IS” WITHOUT EXPRESS OR IMPLIED WARRANTIES:
CXL PROVIDES THE SITE, THE SERVICES, YOUR ACCOUNT, AND ALL RELATED GOODS AND SERVICES, STRICTLY ON AN “AS IS” BASIS, PROVIDED AND ACCEPTED AT YOUR OWN RISK, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
Without limiting the foregoing, CXL does not warrant or guarantee that it can ensure continuous, error-free, secure, or virus-free operation of the Services, the Site, or your User Account, and you understand that you shall not be entitled to make any claim based on CXL’s failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimer may not apply to you.
CXL’s liability to you is expressly limited to the extent allowable under applicable law.
IN NO EVENT SHALL CXL OR ANY OF ITS SHAREHOLDERS, AFFILIATES, DIRECTORS, OFFICERS, SUBSIDIARIES, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SERVICES OR THE SITE (INCLUDING, WITHOUT LIMITATION, ITS MODIFICATION OR TERMINATION), YOUR ACCOUNT (INCLUDING WITHOUT LIMITATION ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT CXL MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN ADDITION, IN NO EVENT WILL CXL’s CUMULATIVE LIABILITY TO YOU FOR DAMAGES OF ANY KIND OR NATURE EXCEED ONE HUNDRED DOLLARS (U.S. $100.00).
Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is impermissible, such limitation may not apply to you. You agree that CXL shall not be held responsible or liable for anything that occurs or results from accessing the Site or participating in the Services.
You hereby agree to defend, indemnify, and hold harmless CXL, its affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, distributors, successors, and assigns, and other Users of the Services, from all damages, liabilities, claims, and expenses, including, without limitation, attorney fees and costs, arising from any breach of this Agreement by you. You agree to defend, indemnify, and hold harmless CXL, its affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, distributors, successors, and assigns from all damages, liabilities, claims, and expenses, including, without limitation, attorney fees and costs, arising from any claims by third parties that your activity on the Site or your User Content infringes upon, violates, or misappropriates any of their IP Rights or discloses their Proprietary Information.
CXL reserves the right to display advertisements on the Site. Any such advertisement would be related to providing services or materials that would advance project development, prototyping, or enterprise establishment and expansion.
COLLECTION AND USES OF YOUR PERSONALLY IDENTIFIABLE INFORMATION:
Depending on what Services you use on the Site, CXL may request Personally Identifiable Information from you, including but not limited to your full name, a valid email address and username and/or password, billing address, proof of identification, and physical mailing address. At this time, CXL does not require a valid credit card number or debit card number. However, in the future, the Site may facilitate payments between Users or host an online store, in which case, credit or debit card information may be required for the sole purpose of facilitating such payments between Users or for purchases at an online store on the Site.
Likewise, depending on what Services you use on the Site, CXL may reveal certain Personally Identifiable Information to other Users, in particular if you are a Project Instigator and consent to have your contact information made publicly available. CXL will not, however, disclose any User’s financial information, including credit or debit card information, for any reason, except insofar as that credit card or debit card information is used to facilitate a purchase authorized by the User on the Site.
In certain instances, CXL may be required to use your Personally Identifiable Information in an application to secure IP Rights (e.g., in the event you are identified as an inventor on a patent application). In this event, CXL will separately confirm with you use of such Personally Identifiable Information.
You are required to provide a valid email address during User registration that will represent your identity on the Site as well as your full legal name, country of residence, and zip code. While we'd prefer that all Users use their real names to maintain authenticity and accountability on the Site, CXL offers an alias option for those who may be uncomfortable with disclosing their real name for fear of discrimination or professional reasons. Users may request an alias at email@example.com.
Your name is publicly displayed and connected to your Site activity and User Account. Other information visitors to the Site may see includes, without limitation, your date joined, profile information, public comments and snippets, current Projects, and/or your “Reputation Score.”
Some Users may connect to or register for the Site using an external third-party social media account applications, such as Facebook. CXL may receive some data from those applications. Connecting your CXL account to third-party applications or services is optional, and when you connect your account to an external application, you will be given the opportunity to grant permission. You can revoke your permission under your CXL account settings.
You agree that CXL may communicate with you via email and any similar technology for any purpose relating to the Site.
The messages you send or receive using the Site are only private to the extent that you and the sender/recipient keep them private. CXL does not have any control over whether a recipient of one of your personal messages publicly posts it or its contents. We may collect Personally Identifiable Information about you when you: create a User account; when you send us emails; when you register with the Site via third-party tools (like Facebook); leave User-generated comments and other public activity on the Site (including creating Project profiles, participating in open discussion, and participating in any other survey, newsletter or the like that CXL may request of Users to participate in or register.
You can access and update your personal information and communication settings by selecting the “Edit Your Profile” option on your account dashboard. You may also terminate your account at any time by emailing CXL at firstname.lastname@example.org.
CXL will not give any of your Personally Identifiable Information to any third party or otherwise disclose your Personally Identifiable Information without your express approval except: to learn what you like and to improve the Services; to comply with tax and other applicable law; as otherwise expressly permitted by this Agreement or as otherwise authorized by you; to law enforcement or other appropriate third parties in connection with criminal investigations and other investigations of fraud; in connection with a merger, sale, reorganization, dissolution, or liquidation of CXL businesses, to prospective or actual acquirers of CXL assets; to legal counsel; or as otherwise necessary to protect CXL, its agents, and other users of the Services. CXL can (and you authorize CXL to) disclose any information about you to private entities, law enforcement agencies, or government officials, as CXL, in its sole discretion, believes necessary or appropriate to investigate or resolve possible problems or inquiries, or as otherwise required by law. CXL may share general, demographic, or aggregated information with third parties about its Users and their User Content and Site usage, but that information will not include or be linked to any Personally Identifiable Information without your consent.
CXL follows generally accepted industry standards for the protection of the Personally Identifiable Information that you submit, both during transmission and after receipt. However, no method of transmission over the Internet or via mobile device, or method of electronic storage, is 100% secure. Therefore, although we strive to use commercially acceptable means to protect your Personally Identifiable Information, we do not guarantee the security of any of your private transmissions against unauthorized or unlawful interception or access by third parties.
The Site may contain links to websites other than the Site, and redirection or pass-through to, or integration of, services other than the Services. Except as set forth herein, CXL does not share your Personally Identifiable Information with these websites and services, nor is CXL responsible for the privacy practices of these websites and services. CXL makes no representations or warranties concerning such websites and services, nor shall CXL have any liability concerning such websites and services.
The Homepage, Stories, About Us, Ideas Bin, Topic, Public Project, Open Discussion, Snippets market Public, and Challenge pages of the Site are public. The information that you provide in such portions of the Site is publicly available to others, and can be read, collected, and/or used by others, potentially outside the Site. Finally, the opinions expressed by each blog, forum, chat room, or participate page participant (who is not an employee of CXL) is his/her own and do not represent the views of CXL.
CXL does not knowingly collect Personally Identifiable Information from children under the age of 13 years old. If CXL learns that it has collected Personally Identifiable Information of a child under the age of 13 years old, we will delete that data from our systems and, if applicable, terminate the child's account. If you become aware that a child has provided CXL with Personally Identifiable Information without parental or guardian consent, please contact CXL at email@example.com.
DISPUTE RESOLUTION; GOVERNING LAW; VENUE AND JURISDICTION:
Arbitration under this Agreement shall be conducted by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA's Supplementary Procedures for Consumer Related Disputes (the "AAA Consumer Rules") (collectively the "AAA Rules"). The location of the arbitration and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for consumer disputes). The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.
The Site and the Services is controlled and operated by CXL from its offices within the United States of America. CXL makes no representation that any aspect of the Services is appropriate or available for use in jurisdictions outside of the United States. Those who choose to access the Services, whether from the United States or from other locations are responsible for compliance with all applicable local laws, including, but not limited to, any city, state, federal, U.S., and/or foreign laws.
CXL’s failure to act with respect to a breach by you or others does not waive CXL’s right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by CXL under this Agreement shall be deemed effective unless delivered in a writing signed by a duly appointed officer of CXL. All or any of CXL’s rights and obligations under this Agreement may be assigned to any successor, legal representative, transferee, or assignee of CXL’s choosing, including, but not limited to any subsequent owner or operator of the Site and/or the Services in as a result of a merger, acquisition or sale of all or substantially all of CXL's assets. You may not assign or transfer this Agreement or any or all of your rights or obligations hereunder without the prior written consent of CXL, and any attempt to do so is void. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of CXL shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of CXL.
This Agreement sets forth the entire understanding and agreement between you and CXL with respect to the subject matter hereof. The section headings used herein, including descriptive headings, are for convenience only and shall not affect the interpretation of this Agreement. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.
CXL may give notice to you by means of a general notice on the Site, and may provide legal notices and/or service of process to you by electronic mail to your e-mail address in our records for your User Account. All notices given by you or required under this Agreement from you to CXL, not including service of process, shall be mailed to us at 1342 Florida Ave NW, Washington, DC 20009 unless otherwise provided in this Agreement; provided, however, that a copy of any legal papers served on CXL must also be emailed to us at firstname.lastname@example.org in addition to service of process by such means provided under the law of the District of Columbia.