JBartell.com (“JB.com,” “Company,” “we” or “us”) welcomes you.
We provide the website at jbartell.com (the “Site”) to you, subject to the terms and conditions contained in this Terms of Service (“TOS”). This TOS governs the relationship between JB.com and you, the user of the Site. Please note that many items in these terms of service apply only to the JBartell.com membership program, currently being reformulated, and may not be applicable otherwise.
JB.com is firmly committed to your privacy. Under no circumstances do we sell or rent your personal information or email address or any of your other contact information to any third party. We collect such data only for the purpose of serving you with products and services on this site. This site may contain links to other sites in which case JB.com cannot be responsible for the privacy practices or the content of such other web sites. The following represents how we do conduct business on this site:
Terms of Service
Updated as of October 15, 2016 1. Legally Binding Agreement; Changes to TOS. 1.1 Please read this TOS carefully as it contains legal obligations. You agree that by registering for or using our Services (defined in Section 2 below), or by accessing or using our Site, you are entering into a legally binding agreement with JB.com. You also represent to JB.com that you are of the legal age to form a binding agreement with us and that you are not a person or entity barred from accessing or using the Site under the laws of the United States or other applicable jurisdiction. By clicking “Submit” at the time or after you register with us, you acknowledge that you have read and understood the terms and conditions of this TOS and that you agree to be bound by all of its provisions, that you also consent to use electronic signatures, and that you acknowledge your click of the “Submit” button as one such signature. If you do not want to register for an account with us, or you do not agree to any terms of this TOS, do not click “Submit” and do not access or use the Services or Site. 1.2 We reserve the right to update or make changes to this TOS from time to time in our sole discretion, and we may notify you of changes by any reasonable means, including without limitation, by notifying you through the email you provide us in your User Profile (defined in Section 2) or by posting the revised version of this TOS on the Site, which changes will become effective immediately upon the transmission of such email or posting on the Site, whichever occurs first. You can determine when this TOS was last revised by referring to the “Updated” legend at the top of this TOS. Please return to this page periodically to ensure familiarity with the most current version of this TOS. Your continued access or use of the Services or Site after any changes to this TOS shall constitute your agreement and consent to such changes. You agree that your use, access and purchase of any Services may be subject to any additional posted guidelines, rules, terms and conditions applicable to such Services (collectively, “Policies”), which are hereby incorporated by reference into this TOS. In the event that any terms or conditions of such Policies contradict or are inconsistent with the terms and conditions of this TOS, such Policies will govern and prevail solely with respect to the specified Services to which they apply.
2.2. “Prohibited Activity” means one or more activities designated by JB.com as prohibited from time to time in its sole and absolute discretion. Without limiting the foregoing, the following will be deemed Prohibited Activities:
(i) The modification, adaptation, disassembly, de-compilation, translation, reverse engineering or other attempt to discover the source code or structure, sequence and organization of the Services or Site (except where the foregoing is permitted by applicable local law notwithstanding such restrictions, and then only to the extent that such intended activities are disclosed in advance in writing to us);
(ii) The use of Services or Site in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, Site or any networks or security systems of Company or its service providers, or otherwise interfere with other Users’ use of the Services or Site;
(iii) The removal, obscuring or changing of any copyright, trademark, hyperlink or other proprietary rights notices contained in or on the Services, Site or any Content;
(iv) The submission of any Content or material that expresses or implies that such Content or material is sponsored or endorsed by the Company;
(v) The use of the Services or Site to violate the security of any computer network or to transfer or store illegal material; or
(vi) The use of the Services or the delivery of any Content in violation of any applicable law, including the securities laws, intellectual property laws, right of privacy or publicity laws and any laws of any jurisdiction (including that of the United States of America) applicable to you or JB.com.
2.3 “Services” means any and all services made available on the Site, including any information, features, functionality and applications offered on the Site from time to time. Access to certain Services may be based on the type of subscription you have purchased and/or based on the designation of your user type.
2.4 “User” means any user of the Services and/or Site.
3. JB.com Services, Related Undertakings and Limitations.
3.1 Right to use the Services. Subject to your acceptance of, and compliance with, this TOS, we grant you a non-exclusive, revocable, non-assignable, non-sublicensable, non-transferable right to access and use the Services to which you have subscribed and the Site. The Services and Site are protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly provided herein, nothing in this TOS gives you a right to use our trademarks, trade names, service marks, logos, domain names, or other brand features. JB.com and its licensors reserve all rights not expressly granted in this TOS.
3.2 Restrictions and Obligations. You agree that in accessing and using the Services and Site, you agree that you will:
(i) not modify, alter, adapt or create a derivative work of any Content of another User, the Services or the Site;
(ii) attribute the Site as the source of any information which you obtain from the Site, with such attribution in the form of a human and machine-followable link (a tag) linking back to the page on the Site displaying the original Content which contains such information (or if the original page is not accessible to the recipient or viewer of the information without logging in through an account with us, then you will attribute the Site generally as the source of such information). For purposes of clarity, you shall not have the right to use or disclose any Confidential Information in breach of your confidentiality obligations in Sections 4.2;
(iii) will not use the Services or Site, or display any results, Content or information from the use of the Services or Site in any way to compete with JB.com, the Services or the Site;
(iv) will not sublicense, transfer, share, lend, distribute or resell to any third party your right to access or use the Services or Site (or any portion thereof);
(v) will not use any data mining features, robots, spiders or similar data gathering and extraction tools in your use of the Services or Site to retrieve, index, “scrape,” “data mine,” or in any way gather content or data from the Services or Site, or otherwise circumvent the navigational structure or presentation of the Services or Site; and
(vi) will not circumvent, disable, override or otherwise interfere with any security-related features of the Services or Site, or any other features that prevent or restrict use, copying, data mining or otherwise or enforce the limitations on the use of the Services or Site.
3.3 Subscriptions; Fees.
(i) In order to use and access certain portion of the Services and Site, you will be required to purchase subscriptions which may be offered with a monthly, annual or other term. We may offer different levels of subscriptions, which provide different levels of access to the features of the Services and Site. The term of your subscription will commence on the date you purchase such subscription.
(ii) For monthly subscriptions, payment will be initiated on a monthly basis and will be paid in advance or on the first day of each such month of your subscription term. For annual subscriptions, you will be charged for the annual term of your subscription at the time you purchase such subscription. You hereby authorize us to collect from your payment method all outstanding fees and charges for your account. If any fees and charges are not paid by the due date, JB.com may suspend or terminate your access to the Services and Site, without notice to you, until all amounts due are paid. You are responsible to pay all fees and charges for your subscriptions, and except as described in this TOS, any suspension, termination or disconnection of the Services or Site does not relieve you of the obligation to pay such fees.
(iii) You may cancel your monthly subscription by providing written notice to us of such cancellation. Your subscription will terminate at the end of the month during which you cancelled, and you will be charged the applicable subscription fee for such month. You may cancel your annual subscription by providing written notice to us of such cancellation, which notice must be received by us during the first 180 days of your annual subscription. Upon such cancellation, your subscription will terminate at the end of such 180-day period and you will be entitled to a refund of fifty percent (50%) of the annual subscription fees actually paid to us, less any amounts owed to us. You will not be entitled to any refund of the subscription fee if you elect to cancel your annual subscription after the first 180 days thereof.
(iv) If we terminate your subscription without a stated reason, you will only be responsible for the applicable subscription fees, on a pro-rata basis, through the date of the termination of your subscription. If we terminate your subscription for a stated reason, then you will be responsible for the applicable subscription fees through the end your subscription term. “Stated Reasons” include the following: (a) we have determined, in our sole discretion, that you have misused the Services or the Site, engaged in suspected fraudulent or illegal activity, engaged in other activity that adversely affects the Services, Site or our network, or other Users’ ability to use the Services or Site; or (b) you have breached this TOS. You understand that Company reserves the right to monitor all uses of the Services and Site, and your compliance with this TOS. Your subscription may be resumed after we have terminated your subscription for a stated reason, but the original term thereof shall not be extended.
3.4 Reservations and Limitations. Without limiting any right, privilege, limitation or reservation contained elsewhere in this TOS and benefiting the Company, the Company reserves the following rights:
(i) JB.com reserves the right, at any time and from time to time, temporarily or in whole or in part, to modify, the Services or Site in any way and at any time, with or without notice to you. You agree that any notices to you will be deemed provided to you and effective on the date of posting on the Site or on the day of email to the email account we have on file for your account, whichever occurs earlier. You agree that (a) JB.com shall not be liable to you or to any third party for any modification of the Services or Site, in whole or in part, and (b) your continued use of the Services or site after any changes to the Services or Site have been implemented will be deemed your acceptance of such changes.
(ii) JB.com reserves the right to terminate your access to the Services or Site without notice and, in the event that you have violated this TOS, to pursue additional remedies available to JB.com at law or in equity.
(iii) JB.com reserves the right to delete your account and if JB.com deletes your account you will lose all access to any information or other features that may have value to you that may have been associated with your account.
(iv) JB.com reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to: (1) comply with any applicable law, regulation, legal process or governmental request; (2) enforce this TOS (including investigation of potential violations hereof); (3) detect, prevent, or otherwise address fraud, security or technical issues; (4) respond to User support requests; and/or (5) protect the rights, networks, property or safety of JB.com, its Users and the public. (v) By using the Services or Site, you agree that notice to you through an email to the email address you provided in your profile constitutes reasonable efforts to notify you of any removal or disabling if such notice is required.
4. Your Obligations.
4.1 Requirements of Membership. You have the right, authority, and capacity to enter into this TOS on your own behalf and to abide by all of the terms and conditions contained herein, and that if any aspect of your access or use of the Services or Site violates any provisions of law to which you or the Services or Site are subject, you will cease all access and use of the Services and Site and close your account if deemed necessary or desirable by JB.com.
4.2 Minimum Age. If you register as anything other than an Investor, you certify that you are at least 13 years old, and if you are less than 18 years old, your parent or legal guardian has established and authorized your account on your behalf with us.
4.3 Eligible User Profile. You agree that you will maintain an Eligible User Profile at all times. You shall be solely responsible for maintaining the confidentiality of your username and password and agree not to transfer, share, disclose or resell your access to the Services or Site, to any third party. You will also update your Eligible User Profile from time to time so that it remains true, correct and complete. You agree to immediately notify Company of any unauthorized use of your username, password and/or account, or any other breach of security related to your account, the Services or the Site, and to ensure that you “log off” and exit from your account at the end of each session. We are not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations. You are entirely responsible for all activities taking place through your account, whether or not you are the individual who undertakes such activities. You agree that an Eligible User Profile excludes:
(i) Any use of a false name or an email address owned or controlled by another person with the intent to impersonate that person or for any other reason;
(ii) Any use within a username if a name subject to any rights of a person other than yourself without appropriate authorization; or
(iii) Any other submission of false or misleading information to the Company.
4.4 Indemnification. You will hold us harmless against any liability that we may incur as a result of your use of the Services or Site, in accordance with the terms set out in this Sections 4.9. 4.5 Indemnity and Release. You agree to indemnify and hold the Company and each Company Person harmless from and against any damages, expenses (including reasonable costs and attorneys’ fees), liability, causes of action, claims, demands, or settlements arising out of or related to: (a) your access to or use of the Services or Site, (b) the violation of this TOS by you. You agree that the provisions in this paragraph will survive any termination of your account(s) and any or all of the Services. You hereby forever waive any claims you may have against, and irrevocably release, JB.com and/or any Company Person, that are in any way related to the Services, the Site or your use of Content offered through the Services or Site, including any recommendations or referrals you may receive as a result of your registration with JB.com.
4.6 No Partnership or Agency. It is expressly understood and agreed that neither this TOS nor anything in it shall constitute or be deemed to establish a partnership, agency relationship or joint venture between the Company (or any of its offices, employees or agent) and you. In accessing or using the Services or Site, no User will have no authority to bind JB.com in any way and nor will have the right or authority to make any representations to prospective users, customers or other persons on behalf of JB.com.
5. Privacy and Protection of Personal Information.
5.2 The Company uses industry-standard security measures to protect the loss, misuse and alteration of the information under our control. Although we make good faith efforts to store any non-public information provided to us through the Services or Site, or otherwise collected by the Company in a secure operating environment that is not available to the public, we cannot guarantee complete security. We cannot and do not guarantee that our security measures will prevent third party “hackers” from illegally accessing our site and obtaining access to Content or information thereon.
6. Disclaimers, Limitations, Waivers of Liability.
6.1 YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE SERVICES AND SITE IS AT YOUR SOLE RISK, AND THAT THE SERVICES AND SITE ARE PROVIDED ON AN “AS IS” AND “WHERE IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, COMPANY AND ITS AFFILIATES OR SUBSIDIARIES, AND THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “COMPANY PARTIES”) DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUSES AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR THE COMPANY PARTIES PROVIDE ANY WARRANTY AS TO THE RELIABILITY, ACCURACY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS OR SUITABILITY OF THE SERVICES OR SITE. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICES AND SITE AND OPERATORS OF EXTERNAL SITES.
6.2 The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the internet or at any site or combination thereof, including injury or damage to your or to any other person’s computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the web and/or in connection with the Services, including any mobile software.
6.3 We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services, the Site or any Content thereon or any Content you receive as a result of your relationship with JB.com. JB.com will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services, the Site or any Content. You also agree that JB.com has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services or the Site. No advice or information, whether oral or written, obtained from JB.com or through the Services or Site will create any warranty not expressly made herein.
6.4 UNDER NO CIRCUMSTANCES WILL COMPANY OR ANY COMPANY PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER THEORY, INCLUDING WITHOUT LIMITATION, DAMAGES FOR COST OF SUBSTITUTE PROCUREMENT, LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SERVICES or SITE OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, OR COST OF RECOVERY OR OTHER DAMAGES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. NOTWITHSTANDING ANYTHING ELSE IN THIS TOS, COMPANY’S AND COMPANY PARTIES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATING IN ANY WAY TO THIS TOS, THE SERVICES OR SITE, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER THEORY, SHALL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO COMPANY DURING THE THREE (3) MONTH period PRECEDING THE DATE ON WHICH COMPANY RECEIVES NOTICE OF A CLAIM FROM YOU. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT. YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION 7 IS AN ESSENTIAL ELEMENT OF THIS TOS.
7. Term and Termination. Unless terminated by the Company, this TOS will remain in full force and effect while you use the Site, any of the Services or maintain an account with JB.com. You may terminate this TOS at any time by terminating your account and subscriptions (if any) with us, and ceasing to use the Services and Site. The Company may terminate this TOS in the event you violate any provision of this TOS. Your representations and warranties in this TOS and any other provision which by their nature are designed to survive termination or expiration of this TOS shall survive any termination or expiration of this TOS.
8.1 Governing Law/Resolution Of Disputes. This TOS shall be governed by and construed in accordance with the internal laws of the United States and the State of California governing contracts entered into and to be fully performed in the State of California (i.e., without regard to conflict of law’s provisions) regardless of your location. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in the city of Los Angeles, CA, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in the city of Los Angeles, CA.
8.2 Injunctive Relief. You acknowledge that the rights granted and obligations made hereunder to the Company are of a unique and irreplaceable nature, the loss of which shall irreparably harm the Company and which cannot be replaced by monetary damages alone so that the Company shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).
8.3 Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to this TOS (“Dispute”), you and the Company agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding.
8.4 Binding Arbitration. If you and the Company are unable to resolve a Dispute through informal negotiations, either you or the Company may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration conducted in the City of Los Angeles, CA, US. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, the Company will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this TOS, you and the Company may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
8.5 Restrictions in Respect of Arbitration. You and the Company agree that any arbitration shall be limited to the Dispute between the Company and you individually. To the full extent permitted by law:
(i) no arbitration shall be joined with any other;
(ii) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and
(iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
(i) The failure of the Company to require or enforce strict performance by you of any provision of this TOS or to exercise any right under this TOS shall not be construed as a waiver or relinquishment of the Company’s right to assert or rely upon any such provision or right in that or any other instance. In fact, the Company may choose to enforce certain portions of this TOS more strictly or to interpret certain provisions more strictly against certain Users than it does against Users in general, and such disparate treatment shall not be grounds for failing to comply with all this TOS as so interpreted.
(ii) You and the Company agree that if any portion of this TOS is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect. If Section 8.5 is found to be illegal or unenforceable then neither you nor the Company will elect to arbitrate any Dispute falling within that portion of Section 8.5 found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the city of Los Angeles, CA, United States of America, and you and the Company agree to submit to the personal jurisdiction of that court.
(iii) The Company operates and controls the Services and Site from its offices in the United States. The Company makes no representation that the Services or Site are appropriate or available in other locations. The information provided on or through the Services or Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject the Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access any Service or Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
8.7 This TOS contains the entire agreement between you and the Company, and supersedes all prior agreements of the parties hereto relating to the subject matter hereof. This TOS cannot be changed or modified by you, but may be modified by Company as described in Section 1.2. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
8.8 Construction & Compliance. The section headings used herein and the summary of terms at the beginning of this TOS are for convenience only and shall not be given any legal import. Upon the Company’s request, you will furnish the Company any documentation, substantiation or releases necessary to verify your compliance with this TOS. You agree that this TOS will not be construed against the Company by virtue of having authored it. You hereby waive any and all defenses you may have based on the electronic form of this TOS and the lack of signing by the parties hereto to execute this TOS.
8.10 No Third Party Beneficiaries. This TOS is between you and the Company.
8.11 Third Party Websites. The Services or Site may contain links to other websites not controlled by us. We are not responsible for the Content, accuracy or opinions expressed on such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by us.