Last Updated: May 22, 2018
indiCo may amend these Terms at any time. User’s continued use of the Sites constitutes acceptance of the Terms stated at the time of use.
PLEASE NOTE THE ARBITRATION PROVISION SET FORTH BELOW, WHICH MAY REQUIRE YOU TO ARBITRATE ANY CLAIMS YOU MAY HAVE AGAINST INDICO ON AN INDIVIDUAL BASIS. EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW, WHICH MAY INCLUDE THE PROVINCE OF QUEBEC, ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, IF ANY, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY.
User agrees that all the information posted or accessed will be used only for informational or educational purposes. There may be no commercial or other unauthorized use of interactive features. User may not conduct business, or actively solicit actions which are prohibited by law or which violate any federal, provincial/territorial, state or local laws. In addition, the Sites cannot be used to exchange information, services, materials or software in return for payment of any sort (trade of like items, special discounts, cash, etc.) without the prior written approval of indiCo.
Users of the Sites must also agree not to distribute, post, publish or otherwise communicate any content which advertises or solicits others to engage in non-competitive activities. Anti-trust law forbids discussing or entering an agreement or understanding concerning any matter which is inconsistent with the proposition that each company must exercise its independent business judgment in pricing its services or products, dealing with its customers and suppliers, and choosing the markets in which it will compete. Users of the Sites must not enter into any agreements, understandings, or discussions concerning:
By using the Sites, you agree that you will not post any of the following material on site bulletin boards, interactive features or other forums (“Postings”):
Statements or Postings which violate the above terms will be deleted upon discovery. All interactive features are monitored, and indiCo reserves the right to edit or remove any information posted to the Sites.
You shall not use the Sites in any manner that:
To access certain portions of the Sites, Users must create an account. Users agree to provide truthful and accurate information during the account creation process or when prompted to submit information through a form or e-mail request from authorized indiCo staff. Users also agree to maintain the accuracy of any submitted data. If User provides any information that is untrue, inaccurate, or incomplete, indiCo reserves the right to terminate User’s account and suspend User’s use of any and all services offered through the Sites.
We welcome links to Sites. You are usually free to establish a hypertext link to any of the Sites so long as the link does not create a false implication of sponsorship or endorsement of your site by any of the Sites or by indiCo.
Without the prior written permission of indiCo, you may not frame, or make it appear that a third-party site is presenting or endorsing, any of the content of the Sites, or incorporate any intellectual property of the Sites, indiCo or any of its licensors into another website or other service.
The Sites are not intended for use by persons under the age of 13. indiCo does not knowingly collect information from visitors under the age of 13 and, in the event that we learn that a person under the age of 13 has provided indiCo with personal information, we will delete such personal information.
Representations and Warranties
Proprietary Rights to Content
All materials contained on the Sites are copyrighted except where explicitly noted otherwise. As between you and indiCo, indiCo owns all rights, title and interest (including all copyright, trademark, patent, trade secret and other intellectual property rights) in and to the Sites, and you have no rights in and to the Sites other than as expressly set forth in these Terms. User acknowledges and agrees that content, including but not limited to text, software, music, sound, photographs, video, graphics or other material contained in the Sites (“Content”) is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except for information that is in the public domain or for which you have been given express written permission by indiCo, no Content may be sold, leased, copied, reproduced, republished, uploaded, displayed, posted, transmitted, distributed, modified, publicly performed, used in any derivative works based thereon or otherwise used for any public or commercial purpose without the prior written consent of indiCo or, where applicable, our licensors. However, you may print copies of materials on the Sites for your personal, noncommercial use only, provided that (a) you must keep intact all copyright, trademark, and other proprietary notices appearing therein and (b) you use such materials solely in the manner permitted by these Terms and not in any manner that competes with us.
Corporate Identification and Trademarks
All registered and/or unregistered trademarks and/or service marks (collectively, “Marks”) used or referred to on the Sites are the property of indiCo, unless otherwise noted. Users may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify these Marks in any way without indiCo’s prior written permission. The use of indiCo Marks on any other website is prohibited.
Links to Third-Party Sites
indiCo may provide Users with links to other websites. These third-party sites are not under the control of indiCo and User acknowledges that indiCo is not responsible or liable for any content, advertising, products or other materials available from such third-party sites. User also agrees that indiCo shall not be liable for any loss or damage of any sort incurred as the result of using any third-party’s site.
Limitation of Liability
EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW, WHICH MAY INCLUDE THE PROVINCE OF QUEBEC, USER EXPRESSLY UNDERSTANDS AND AGREES THAT INDICO SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE (DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPT OR OTHERWISE) RESULTING FROM ANY USE OF, OR INABILITY TO USE, THE SITES, OR RESULTING FROM ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SITES, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED, EVEN IF INDICO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
PLEASE NOTE SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION ARE NOT APPLICABLE TO NEW JERSEY INDIVIDUAL RESIDENTS.
Disclaimer of Warranties
The Sites are being provided by indiCo, but the opinions expressed by Users do not necessarily reflect the opinions and beliefs held by indiCo. In addition, indiCo makes no warranty that the Sites will meet your requirements or that it will be uninterrupted, timely, secure, useful, complete, or error free; nor does indiCo make any warranty as to the results that may be obtained from the use of the Sites or as to the accuracy or reliability of any information obtained through the Sites. USER UNDERSTANDS AND AGREES THAT ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITES IS DONE AT USER’S OWN RISK AND THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE DONE TO USER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT.
EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW, WHICH MAY INCLUDE THE PROVINCE OF QUEBEC, UNLESS EXPRESSLY STATED OTHERWISE, INDICO PROVIDES THE SITES “AS IS,” “AS AVAILABLE,” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO THE FULLEST EXTENT ALLOWABLE BY LAW. THIS INCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL INDICO OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION OR LOSS OF INFORMATION) ARISING OUT OF THE USE OR INABILITY TO USE THE SITE CONTENT, EVEN IF INDICO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
PLEASE NOTE SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION ARE NOT APPLICABLE TO NEW JERSEY INDIVIDUAL RESIDENTS.
User agrees, at User’s expense, to indemnify, defend and hold harmless indiCo, its officers, directors, employees, agents, affiliates, distributors and licensees from and against any judgment, losses, deficiencies, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with or arising from any claim, demand, suit, action or proceeding arising out of User’s breach of these Terms or in connection with User’s use of the Sites or any product or service related thereto.
Notice shall be sent:
(1) to indiCo LLC at 528 East Lorain Street, Oberlin, OH 44074, or
(2) to you at: your last-used billing address, the billing and/or shipping address in your online profile, or other address that we have on file for you.
Both you and indiCo agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any litigation or filing any claim against the other party.
IF ANY DISPUTE CANNOT BE RESOLVED BY THE ABOVE DISPUTE RESOLUTION PROCEDURE, YOU AGREE THAT THE SOLE AND EXCLUSIVE JURISDICTION FOR SUCH DISPUTE WILL BE DECIDED EXCLUSIVELY THROUGH CONFIDENTIAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY. OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT WILL NOT BE AVAILABLE OR WILL BE MORE LIMITED IN ARBITRATION, INCLUDING DISCOVERY AND APPEAL RIGHTS. All such Disputes shall be exclusively submitted to JAMS (www.jamsadr.com) for binding arbitration under its rules then in effect, before one arbitrator to be mutually agreed upon by both parties.
The arbitrator, and not any federal, provincial/territorial, state or local court or agency, shall have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability or formation of these Terms, including any claim that all or any part of these Terms is void or voidable.
You shall not resell or assign your rights, duties or obligations under these Terms, and any attempted assignment or delegation will be void and of no force or effect whatsoever. These Terms may be automatically assigned by indiCo, in our sole discretion, to a third-party, and such an assignment will inure to the benefit of our successors, assigns and/or licensees. Without limiting the foregoing, we may sell, transfer, or otherwise share some or all of our assets, including your personal information, with any parent company, subsidiary, joint venture, and a company under our common control, as well as with a potential acquirer, lender, or investor, including in connection with a merger, reorganization, or sale of assets, or in the event of bankruptcy. In each such event, the personal information we have collected from you may be one of the assets transferred.
For US residents, these Terms and the relationship between User and indiCo shall be governed by and construed in accordance with the laws of the State of Ohio without regard to its conflict of law provisions. Any controversy or claim arising out of or relating to these Terms or relating to use of the Sites and the material contained in the Sites shall be resolved in an Ohio court.
For Canadian residents, these Terms and the relationship between User and indiCo shall be governed by the laws of the jurisdiction in which the individual resides.
User agrees that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms must be filed within one (1) year after such claim or cause of action arises or will be forever barred.
Choice of Forum
For Canadian residents, you agree that any disputes or claims not subject to the arbitration provision discussed above shall be resolved by a court in the jurisdiction in which you reside.
The waiver by either party of a breach or right under these Terms will not constitute a waiver of any subsequent breach or right. If a party does not exercise or enforce any legal right or remedy which is contained in these Terms (or which the party has the benefit of under any applicable law or regulation), such action or inaction shall not be taken to be a formal waiver of the party’s rights, and all such rights or remedies shall still be available to such party. If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of these Terms, which will otherwise remain in full force and effect.
Reservation of Rights
Any rights not expressly granted herein are reserved.
Section headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. These Terms and any ancillary terms and conditions referenced herein or included in the Sites set forth the entire understanding and agreement between us with respect to the subject matter hereof. The provisions of these Terms shall survive suspension or cancellation of your account to the extent necessary to carry out the obligations of you and indiCo hereunder.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created between you and indiCo by these Terms.
528 East Lorain Street
Oberlin, OH 44074