Supplemental terms and conditions or documents that may be posted on the Website from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Website after the date such revised Terms are posted.
YOUR USE OF THE WEBSITE IS SUBJECT TO BINDING ARBITRATION. PLEASE SEE THE ARBITRATION SECTION FOR MORE INFORMATION.
1. Each NFT made available by ATANA CONSULTING CORP. through the Website is associated with certain digital works of authorship or other content, whether or not copyrighted or copyrightable, and regardless of the format in which any of the foregoing is made available (“Related Content”). Related Content is separate from the associated NFT, and is not sold or otherwise transferred to you but is instead licensed to you as set forth in these Terms. A “Digital Collectible” consists of the applicable NFT originally acquired through the Website and the license rights granted pursuant to these Terms for the Related Content.
When you purchase an NFT, you own only the non-fungible token associated with the NFT, and not any Related Content or third-party intellectual property rights (including, but not limited to, patent, copyright, trademarks, or other intellectual property rights) that may be associated with the NFT. You expressly acknowledge that you do not own any of the Related Content or third-party intellectual property rights (including, but not limited to, patent, copyright, trademarks, or other intellectual property rights) associated with your purchased NFT.
2. These Terms apply when any of the Related Content for a particular NFT is owned, in whole or in part, by a third party (“Third Party Content”). The description on the Website of the applicable NFT or Digital Collectible will include information about whether the Related Content for that particular NFT or Digital Collectible includes any Third Party Content. Certain Third Party Content may also be subject to Additional Terms as defined in Section 18. If all Related Content for that NFT or Digital Collectible is owned by ATANA CONSULTING CORP., different terms will apply.
3. The licenses granted pursuant to these Terms are granted by any third party identified in the Digital Collectible description as an owner of any Third Party Content, and by ATANA CONSULTING CORP. for any Related Content owned by ATANA CONSULTING CORP (as applicable, the “Rights Owner”). Subject to your compliance with these Terms (including any Additional Terms, as defined in Section 18 below), for as long as you own the applicable NFT, the Rights Owners grant you a limited, personal, non-exclusive, non-sublicensable, worldwide license under any copyright owned by the Rights Owners in any Related Content to display and perform the Related Content for personal, non-commercial use.
4. Section 3 sets forth all of your license rights hereunder with respect to any Related Content. There are no other license rights, whether express or implied, with respect to any of the Related Content or any derivative works thereof, and no license rights are granted under any patent, trademark, trade secret or other intellectual property or proprietary right other than any copyright owned or controlled by any Rights Owner. This is true even if exercise of any license rights granted herein would be prevented, frustrated or impaired without such a license. Without limiting the foregoing, the licenses granted herein do not grant you the right to, and you will not, and you will not authorize, permit or assist any third party to:
(a) exercise any of the license rights granted herein in any way that results in direct or indirect, compensation, financial benefit or commercial gain of any kind to you or any third party, whether currently realized or to be provided in the future and regardless of the nature thereof (whether monetary, conveyance of assets, in-kind products or services or other item or service of value);
(b) copy any Related Content (other than temporary copies stored in short term memory on your device for purposes of displaying or performing the Related Content on your device) or store the Related Content on any device or computer owned or controlled by you;
(c) modify or create any derivative work of any Related Content;
(d) delete, remove or obscure any trademark notice, copyright notice or other intellectual property notice in any Related Content;
(e) exercise any license rights herein to create, endorse, support, promote or condone any content, material or speech that is defamatory, obscene, pornographic, indecent, abusive, offensive, harassing, violent, hateful, racist, discriminatory, inflammatory or otherwise objectionable or inappropriate as determined by ATANA CONSULTING CORP. at its discretion;
(f) exercise any of the license rights granted herein to advertise, market, or sell merchandise or any third party product or services;
(g) attempt to trademark, copyright, or acquire any other intellectual property rights in the Related Content or Third Party Content;
(h) reverse engineer, decompile or attempt to discover the source code for any NFT or Related Content except to the extent that applicable law permits you to do so notwithstanding this prohibition; or
(i) use any Related Content in any manner not expressly authorized herein or exercise any license rights herein in any manner that violates applicable law.
In the event any additional restrictions exist regarding the nature and/or use of the Related Content or third-party intellectual property rights (including, but not limited to, patent, copyright, trademarks, or other intellectual property rights) that may be associated with the NFT, we will notify you of such additional restrictions, and you agree that you will be solely responsible for complying with all such restrictions. Failure to comply with the aforementioned restrictions and/or any additional restrictions shall be deemed a breach of the license terms contained within these Terms.
5. The Rights Owners retain all right, title and interest in the Related Content and all copyright or other intellectual property rights in any Related Content. Except for the license rights expressly granted in Section 3, above, you do not have and will not have any right, title or interest in or to any Related Content. Without limiting the foregoing, the Related Content may include trade names, brands, logos, trademarks, names, likenesses, images or other personal characteristics of persons or characters (“Embedded IP”). Your use of such Embedded IP is limited to use in connection with the exercise of your license rights under these Terms and subject to all limitations set forth herein and any other restrictions that ATANA CONSULTING CORP. may inform you of in the future. You may not use any such Embedded IP in connection with any business, product or service, or in any manner that may imply endorsement of any business, message, product or service, or that is likely to cause confusion or dilute, blur or tarnish such Embedded IP. All use of such Embedded IP, including any goodwill generated by such use, will inure to the benefit of the applicable Rights Owner.
6. You will not create, sell or attempt to create or sell, fractionalized interests in the NFT or the Digital Collectible, or separate, unlink or decouple the Related Content from the NFT with which it is associated.
7. To the extent that you are not prohibited from doing so by any other terms or conditions applicable to a particular NFT or Digital Collectible, you may transfer the NFT to a third party, provided that the following conditions are met:
(a) such transfer is conducted through a marketplace or other platform that permits the purchase and sale of NFTs and cryptographically verifies that you are the actual owner of the applicable NFT;
(b) such transfer must comply with (i) any applicable terms of the marketplace or other platform on which such sale or other transfer takes place and (ii) any applicable laws, regulations, regulatory guidance, and rules;
(c) prior to such sale or other transfer, you must (i) provide written notice to the would-be transferee that such transferee’s exercise of the license rights included as part of the NFT or Digital Collectible will be conditional upon such transferee agreeing to be bound by these Terms, and (ii)ensure that such transferee is provided with an opportunity to review these Terms; and
(d) after such transfer, your right to display and perform the Related Content and all other license rights under these Terms will immediately terminate (without the requirement of notice).
8. Upon transfer of any NFT, in consideration of the transfer of the license rights set forth in these Terms, the ongoing hosting of any Related Content and any other associated services, you will pay (or caused to be paid to) ATANA CONSULTING CORP. a fee in an amount calculated by multiplying the total amount paid by the acquiror for the NFT (without any deductions of any kind) by the percentage for the applicable NFT specified atTransfer Fees(the “Transfer Fee”). If the platform or service used to facilitate the transfer captures and pays the full amount of the Transfer Fee directly to ATANA CONSULTING CORP. then you will have no obligation to pay any additional amounts. You will pay any and all transaction fees, payment transfer fees and taxes (other than taxes on ATANA CONSULTING CORP.’s net income) associated with the transfer and will not deduct any such amounts from the amount paid to ATANA CONSULTING CORP. All amounts owed hereunder will be paid in US Dollars or in a cryptocurrency acceptable to ATANA CONSULTING CORP. and will be paid to the account or digital wallet designated by ATANA CONSULTING CORP.
We are not responsible for determining the withholding, sales, use, value added, transfer or other taxes, together with any interest and penalties imposed with respect thereto (“Taxes”), that may apply to your transfer of an NFT. You agree that you are solely responsible for determining what, if any, Taxes apply to your transactions and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate taxing authorities.
9. THE NFTS AND DIGITAL COLLECTIBLES ARE INTENDED FOR CONSUMER ENJOYMENT, USE AND CONSUMPTION ONLY. IT IS NOT A “SECURITY,” AS DEFINED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY U.S. STATE.
You acknowledge that your use of the Website is for entertainment and informational purposes only, and that nothing contained on the Website, nor your use of any services provided by the Website, shall be construed or intended as an offer to sell, or the solicitation of an offer to buy, any interest in any security, investment vehicle or contract, joint venture, or any other similar enterprise with respect to your purchased NFTs. You further acknowledge that by purchasing NFTs, you are not acquiring, nor do you have any expectation of acquiring, any profit associated with your purchase of NFTs, and you have no expectation to derive profits from your purchased NFTs as a result of our efforts or the efforts of any third party. For the avoidance of doubt, you acknowledge that your use of the Website and/or purchase of NFTs does not include participation in: (i) securities-based transactions, (ii) unauthorized security-based swaps, (iii) investment contracts, or (iv) commodities. You acknowledge that participation in any exchange or marketplace does not qualify as “common trading.” Any references to secondary markets for non-fungible tokens are provided solely for informational purposes and you acknowledge that your purchase of NFTs is not in reliance of the existence of any such secondary market.
10. You will comply with any NFT issuance or marketing policy that ATANA CONSULTING CORP. may provide to you or post atNFT Issuance and Marketing Policy,as updated from time to time.
11. From time to time at their discretion, ATANA CONSULTING CORP. or third parties may make additional content, physical items or other benefits available to the holder of the applicable NFT (any of the foregoing, an “Additional Benefit”). None of ATANA CONSULTING CORP. or any third party has any obligation to inform you of, or to provide you with, any Additional Benefit, and you should therefore not expect any Additional Benefit when acquiring an NFT. It will be your responsibility to keep yourself apprised of the availability of any Additional Benefit and to take the necessary steps to apply for or collect any Additional Benefit. The terms and conditions applicable to any Additional Benefit will be set forth in the information or materials provided with the Additional Benefit. Except to the extent set forth in such information or materials which shall supersede and govern over any conflicting or inconsistent provisions in these Terms, any digital works of authorship made available by ATANA CONSULTING CORP. as an Additional Benefit will be licensed on the same terms set forth herein for, and will otherwise be treated as, Related Content. Any physical item provided as an Additional Benefit is not part of the Related Content and, except as otherwise provided in any separate terms and conditions applicable to the Additional Benefit, you will not have any license rights under any intellectual property rights in or to any such physical item.
12. ATANA CONSULTING CORP. will have no responsibility or liability, and you hereby waive and release any and all claims, arising out of or in connection with:
(a) any blockchain or related technology,
(b) any digital wallet, MetaMask technology, similar technology or related service,
(c) the transfer or loss of any NFT or the inability to demonstrate ownership or control of any NFT,
(d) any marketplace or other platform for buying, selling or transferring any NFT other than the Website,
(e) any platform or service provided by any third party or any technology related thereto,
(f) any Additional Benefit provided by any third party, or any terms or conditions applicable to any such Additional Benefit,
(g) any computer, server, network device or other hardware or any Internet service provider or other telecommunications service or hardware, or
(h) any other service, equipment, technology or network or data transfer infrastructure not owned and controlled by ATANA CONSULTING CORP.
Access to the Website is strictly limited to those of legal age only. In order to own or access any services provided by the Company, you must have attained the age of majority in your jurisdiction. We also specifically disclaim any responsibility or liability for any misrepresentations regarding age.You affirm that you are at least 18 years of age or the majority in the jurisdiction and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranty set forth in these terms of service and to abide by and comply with these terms of service. If you are under 18 or the applicable age of majority, you are expressly prohibited from accessing the Website and/or ownership or dissemination of NFTs.ATANA CONSULTING CORP. will have no responsibility or liability, and you hereby waive and release any and all claims, arising out of or in connection with improper dissemination.ATANA CONSULTING CORP. is not responsible for dissemination which contravenes any applicable laws and does not expose ATANA CONSULTING CORP. to liability, criminal or civil.
By accessing the Website and/or otherwise purchase an NFT, you represent and warrant to us that:
(a) You are not a minor in the jurisdiction in which you reside,
(b) You will not access the Website through automated or non-human means, whether through a bot, script or otherwise,
(c) You will not use the Website for any illegal or unauthorized purpose, and
(d) Your use of the Website will not violate any applicable law, intellectual property right, or regulation
You may not access or use the Website for any purpose other than that for which we make the Website available. By using the Website, you hereby agree not to commit any of the following:
(a) Upload, post, or otherwise make available files or products that contain images, photographs, software or other material;
(b) Upload, post, email or otherwise transmit any submission that is user generated;
(c) Upload, post, email or otherwise transmit any submission that is live streamed “herein defined as transmission or of live video and audio”
(d) Upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, hateful, violent, obscene, or otherwise objectionable content;
(e) Circumvent, disable, or otherwise interfere with security-related features of the Website, including features that prevent or restrict the use or copying of any Related Content or enforce limitations on the use of the Website;
(f) Upload, post, transmit or otherwise make available through the Website any content that infringes the intellectual property or proprietary rights of any party or otherwise violates the legal rights of others; or
(g) Use the Website in a manner inconsistent with any applicable laws or regulations.
We reserve the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of these Terms. We may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged wrongdoing or violations. Except as may be expressly limited by applicable law, we reserve the right at all times to disclose any information deemed necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in our sole discretion. You also agree to reimburse us for any damage, loss, cost or expense we incur (including fees or costs of attorneys, accountants, professional advisors, and other experts incurred in connection with the defense or settlement of the foregoing) because of your use of the Website for any unlawful or prohibited purpose.
To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless the Website, its parent, subsidiary and affiliated corporation(s), us and our officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Website; (ii) your violation of any part of these Terms; (iii) your violation of any third party right, including without limitation any intellectual property right or privacy right; (iv) your violation of applicable laws, rules, or regulations in connection with your use of the Site; or (v) any claim that your use of the Website caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the Website.
You acknowledge and stipulate that all of the materials and content provided via the Website constitute expressive content that, amongst other laws and regulations, may be fully protected by the First Amendment to the United States Constitution, and other similar legal principles.
You acknowledge and understand that some or all of the materials and content provided via the Website may depict activity that is restricted to adults, and may therefore be inappropriate for viewing by minors.
You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Website, satisfy any legal requirement that such communication be in writing. You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the Website. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
13. You will indemnify and hold harmless, and at NICOLE ANISTON’s request defend, ATANA CONSULTING CORP. and the Rights Owners from and against any and all claims, demands, liabilities, damages, penalties, fines, taxes, costs and expenses (including without limitation reasonable attorneys’ fees and court costs) arising out of or in connection with (a) any breach of these Terms (including any Additional Terms, as defined in Section 18 below) or unauthorized use of any Related Content, (b) your ownership or transfer of any NFT, or (c) exercise of any license rights hereunder by you.
14. ATANA CONSULTING CORP. AND THE RIGHTS OWNERS MAKE DIGITAL COLLECTIBLES, NFTS AND RELATED CONTENT, AS WELL AS ANY ADDITIONAL BENEFIT THAT ANY OF THEM OR ANY THIRD PARTY MAY PROVIDE, AVAILABLE “AS IS”, “WHERE IS” AND EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS WEBSITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE
15. IN NO EVENT WILL ATANA CONSULTING CORP. OR ANY RIGHTS OWNERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KIND OR FOR ANY SPECIAL, PUNITIVE OR SIMILAR DAMAGES.
16. THE MAXIMUM AGGREGATE LIABILITY OF ATANA CONSULTING CORP. AND THE RIGHTS OWNERS FOR ALL DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE $100.
If you are a resident of the State of California, you expressly waive the provisions of California Civil Code §1542, which states, "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
17. In addition to any other rights and remedies to which ATANA CONSULTING CORP. may be entitled under contract, at law or in equity, if you breach any of your obligations under these Terms, your right to display and perform the Related Content will immediately terminate without any requirement of notice. Upon termination of your license rights you will immediately cease all use of any Related Content. ATANA CONSULTING CORP may disable MetaMask or similar functionality for the affected Related Content, prohibit any platform or service from retrieving or rendering any such Related Content in connection with the services they provide and take other steps to prevent unauthorized use of any Related Content. ATANA CONSULTING CORP. will have no obligation or liability to you for any such actions and you will not interfere with, or seek to prevent, any such actions.
18. ATANA CONSULTING CORP. may provide supplemental and/or additional terms and conditions for any Related Content or Additional Benefit (“Additional Terms”). Additional Terms shall be posted on the Website and/or otherwise communicated to you in accordance with these Terms. In the event of any conflict or inconsistency between these Terms and any Additional Terms, the Additional Terms will supersede and govern. These Terms and any Additional Terms constitute the entire agreement between you and NICOLE ANISTON with respect to the subject matter hereof, and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and NICOLE ANISTON relating to the NFT, Related Content or Digital Collectible.
19. These Terms will be construed in accordance with the laws of the state of California as applied to contracts made and performed entirely therein, and without regard to conflicts of laws principles to the contrary.
You agree that any and all disputes or claims that have arisen or may arise between us relating in any way to or arising out of the Terms or your use of or access to the Website (except those disputes expressly excluded below) shall be resolved exclusively through final and binding arbitration. YOU UNDERSTAND THAT WITHOUT 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"). The arbitration may be conducted in person, through the submission of documents, by phone, or online. Legal notices may be served to us on our registered agent, and to you at your email address on file with us. Notice by us to you shall be deemed given twenty-four (24) hours after the email is sent. Alternatively, we may give you legal notice by mail to the physical address you have on file with us. In such case, notice shall be deemed given three (3) days after the date of mailing, regardless of whether any such notice is returned to us. It is your responsibility to keep your contact information up to date.
The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Los Angeles County, California.
CLASS ACTION WAIVER: YOU AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS WE AGREE OTHERWISE IN A SEPARATE WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS. IF A COURT DECIDES THAT APPLICABLE LAW PRECLUDES ENFORCEMENT OF ANY OF THIS PARAGRAPH’S PROHIBITIONS ON CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTIONS OR PROCEEDINGS AS TO ANY CLAIM, THEN THAT CLAIM (AND ONLY THAT CLAIM) MUST BE SEVERED FROM THE ARBITRATION AND RESOLVED IN COURT, SUBJECT TO YOUR AND OUR RIGHT TO APPEAL THE COURT’S DECISIONS. ALL OTHER CLAIMS WILL BE ARBITRATED.
In no event shall any dispute brought by either party related in any way to the Website be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither party will elect to arbitrate any dispute falling within that portion of this provision found to be illegal or unenforceable and such dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction below, and the parties agree to submit to the personal jurisdiction of that court. With the exception of any of the provisions in the CLASS ACTION WAIVER, if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.
The Parties agree that the following disputes are not subject to the above provisions concerning binding arbitration: (a) any disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a party; (b) any dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. All disputes not subject to the Agreement to Arbitrate will be brought solely in the state or federal courts located in California in the state of California and you hereby consent to the exclusive jurisdiction of such state and federal courts and waive any defense of forum non conveniens.
20. These Terms do not, and may not be construed to, create any partnership, joint venture or agency between you and ATANA CONSULTING CORP. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be enforced to the maximum extent permitted by law and otherwise deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. The failure of ATANA CONSULTING CORP. to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of ATANA CONSULTING CORP.’s right to assert or rely upon any such provisions, rights or remedies in that or any other instance; rather, the same will be and remain in full force and effect. You may not assign, transfer or otherwise dispose of these Terms (including any rights or obligations hereunder), and any purported assignment, transfer or other disposition will be null and void.