FARRAH GRAY ADVISORS TERMS OF USE
These terms and conditions (“Terms and Conditions”) constitute a binding legal agreement between you and Farrah Gray, L.L.C. and its subsidiary (Farrah Gray Advisors, FarrahGrayAdvisors.com) (“FGA”) governing your access to and use of the website and its Content (as defined below) located at www.FarrahGrayAdvisors.com (the “Site”).
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING, BROWSING, REVIEWING AND/OR USING THE SITE, YOU ACKNOWLEDGE AND AGREE THAT YOUR AGREEMENT TO THESE TERMS AND CONDITIONS IS A BINDING LEGAL COMMITMENT. YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS WITHOUT LIMITATION OR QUALIFICATION AND THAT YOU SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, DO NOT USE THE SITE.
The Site may contain additional proprietary notices and copyright information, the terms and conditions of which must be observed and followed. Information on the Site may contain technical inaccuracies or typographical errors. FGA may, in its sole discretion, revise, amend, modify, or delete portions of these Terms and Conditions at any time without notice to you. It is crucial that you, as a user, take the responsibility to read and understand the most current version of these Terms and Conditions. Your continued use of the Site constitutes your acceptance of any revisions, amendments, modifications, or deletions to these Terms and Conditions.
ACCESSING AND USING THE SITE: RESTRICTIONS ON USE
Subject to your ongoing compliance with these Terms and Conditions, FGA hereby grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, freely revocable license to access and use the Site solely for your personal, non-commercial, and lawful purposes. You have the right to maintain all copyright, trademark, and other intellectual property notices therein. However, FGA does not grant you permission, by implication, estoppel, or otherwise, to state or suggest that FGA promotes or endorses any third party’s political views, ideas, causes, products, or services. All other rights are hereby expressly reserved.
Your use of the Site, including all features and functionalities associated in addition to that, shall be by all applicable laws, rules, and regulations or other restrictions on the use of the service or Content. You shall comply with these Terms and Conditions and shall not: (i) archive, download, reproduce, distribute, modify, display, perform, publish, license, create derivative works of, offer for sale, or use, any Content or information contained in or obtained from or through the Site; (ii) delete the copyright or other proprietary rights notices from the Site or any Content; (iii) circumvent, remove, alter, deactivate, degrade or thwart any of the content or other protections enabled on the Site; (iv) use any robot, spider, scraper or other automated means to access the Site; (v) decompile, reverse engineer or disassemble any software or other products or processes accessible through the Site; (vi) insert any code or product or manipulate the Site in any way; (vii) use any data mining, data gathering or extraction method; (viii) upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Site, including any software viruses or any other computer code, files or programs; (ix) remove, modify, disable, block, impair, or obscure any advertising in connection with the Site; or (x) use or encourage the use of the Site for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy.
FGA shall have the right to alter, suspend, or discontinue the Site or your access to or use of the Site at any time for any reason without notice or liability to you or any third party. The Site may become unavailable due to maintenance or malfunction of computer equipment or for other reasons. It may damage your systems, software, data, or operations for which FGA shall not take any liability.
HYPERLINKING
FGA makes no representations whatsoever about any other website which you may access through this one. When you access a non-FGA website, please understand that it is independent of FGA and that FGA has no control over its content, even if FGA provides information or services to the owner of that website. In addition, a link to a non-FGA website does not mean that FGA endorses or accepts any responsibility for the content or the use of such website. FGA disclaims any liability and responsibility for such content. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojan horses, and other items of a destructive nature.
COPYRIGHTS AND USE OF SITE CONTENT
The copyright in all materials, features, and functionality on the Site, including text, graphics, videos, audio recordings, software, algorithms, artwork, interfaces, photographs, logos, icons, and images and the selection and arrangement thereof along with any enhancements to or derivative works thereto (collectively, “Content”), is the exclusive property of FGA or its licensors and is protected by U.S. and international laws. None of the Content shall be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of FGA or the copyright owner in each instance. You shall not “mirror” or “frame” any Content or the Site itself, in whole or in part, without FGA’s express written permission. Any unauthorized use of the Content may violate copyright laws, trademark laws, the laws of privacy and publicity and/or communications regulations and statutes. All rights not expressly granted are hereby reserved. You shall be solely responsible for ensuring that any information or Content obtained from the Site does not contain any virus or other computer software code or subroutine designed to disable, erase, impair, or otherwise damage your systems, software, data, or operations.
TRADEMARKS
The trademarks, service marks, logos, and trade names (the “Trademarks”) used and displayed on the Site, including, but not limited to, Farrah Gray Advisors, are registered and unregistered Trademarks of Farrah Gray Advisors. Others may own other trademarks, service marks, logos, and trade names. Nothing on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark or any other Farrah Gray Advisors intellectual property displayed on the Site. Farrah Gray Advisors aggressively and thoroughly enforces its intellectual property rights under the law. The trademark and trade name Farrah Gray Advisors and any other Trademarks shall not be used in any way, including in advertising or publicity about the distribution of Content on the Site, without prior written permission from Farrah Gray Advisors. You shall not refer to or attribute any information to Farrah Gray Advisors or its licensors in any public medium for promotional or advertising purposes or to influence a third party. Farrah Gray Advisors also prohibits using Farrah Gray Advisors and any other Trademarks as part of a link to or from any site unless the establishment of such a link is approved in advance by Farrah Gray Advisors in writing.
USER POSTINGS
You acknowledge and agree that FGA owns and has the unrestricted right to use, publish, in electronic form, and otherwise distribute and exploit any and all information you post, submit, share, or otherwise publish on the Site (“Submissions”). You hereby waive any and all claims against FGA for any alleged or actual infringements of any rights of privacy or publicity, moral rights, rights of attribution, or any other intellectual property rights in connection with FGA’s use and publication of such Submissions. This means that anything posted, submitted, shared, or otherwise published by you to the Site shall be owned by FGA and may be used by FGA for any purpose, now or in the future, without any payment to, or further authorization by, you. In the event FGA’s ownership of such Submissions is successfully contested, you automatically grant FGA a perpetual, royalty-free, non-exclusive, sublicensable, transferable, unrestricted, worldwide and irrevocable right and license to use, reproduce, modify, publish, translate, prepare derivative works based upon, distribute, perform or display such Submissions, in whole or in part, in any form, media or technology known or hereafter developed for any purpose, including, but not limited to, advertising and promotional purposes. In addition, you waive all claims against FGA for any actual or alleged violation of any privacy or publicity rights, moral rights, or rights of attribution or infringement of intellectual property rights in any way arising from or relating to the Submissions. FGA does not represent or endorse the accuracy or reliability of any Submissions displayed, uploaded, posted on any message board, or otherwise distributed through the Site by any user of the Site, information provider, or any other third party. FGA expressly disclaims any liability related to Submissions, and you acknowledge and agree that any reliance upon such Submissions shall be at your sole option, liability, and risk. You covenant that you shall not post, submit, share, or otherwise publish on the Site any materials that (i) are threatening, libelous, defamatory, or obscene; (ii) would constitute, or that encourage conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate the law; (iii) infringe the intellectual property, privacy, or other rights of any third parties; (iv) contains a computer virus or other destructive element; (v) contain advertising; or (vi) constitute or contain false or misleading statements. FGA, in its sole discretion, reserves the right to refuse to post and the right to remove any information or Submission from the Site, in whole or in part, for any reason.
PROFESSIONAL CONSULTATION, OR NO SERVICES, ENDORSEMENT
There may be delays, omissions, or inaccuracies in information obtained through your Site use. The information on the Site is provided to you with the understanding that FGA’s provision of this information does not constitute the rendering of investment, consulting, legal, accounting, tax, career, or other advice or services. Information on the Site should not be relied upon for making business, investment, or other decisions or used as a substitute for consultation with professional advisors. Moreover, FGA does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed, uploaded, downloaded, or distributed through the Site by FGA, any user, information provider, or any other person or entity. You acknowledge and agree that any reliance upon such opinion, advice, statement, memorandum, or information shall be at your sole option, liability, and risk. Moreover, FGA does not grant you any license or other authorization to use the Site in any manner if such use in whole or in part suggests that FGA promotes or endorses a third party’s causes, ideas, political campaigns, political views, websites, products, or services.
DISCLAIMER OF WARRANTIES
THE SITE, INCLUDING ALL CONTENT THEREIN, IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, FGA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, FGA DOES NOT REPRESENT OR WARRANT THAT: (1) THE INFORMATION ON THE SITE IS CORRECT, ACCURATE OR RELIABLE; (2) THE FUNCTIONS CONTAINED ON THE SITE SHALL BE UNINTERRUPTED OR ERROR-FREE; OR (3) DEFECTS SHALL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU HEREBY ACKNOWLEDGE THAT THE USE OF THE SITE IS AT YOUR SOLE RISK. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL FGA OR ANY OF ITS PREDECESSORS, SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE INFORMATION, CONTENT, SOFTWARE, PRODUCTS AND SERVICES ADVERTISED OR CONTAINED ON THE SITE OR OTHERWISE OBTAINED FROM OR ARISING OUT OF YOUR USE OF THE SITE, INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SITE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF FGA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS WAIVER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY RECORD.
IN NO EVENT SHALL FGA’S OR ANY OF ITS PREDECESSORS’, SUCCESSORS’, PARENTS’, SUBSIDIARIES’, AFFILIATES’, OFFICERS’, DIRECTORS’, SHAREHOLDERS’, INVESTORS’, EMPLOYEES’, AGENTS’, REPRESENTATIVES’ AND ATTORNEYS’ AND THEIR RESPECTIVE HEIRS’, SUCCESSORS’ AND ASSIGNS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE EXCEED $1. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN WHICH CASE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO ALL USERS.
INDEMNIFICATION
You hereby indemnify, defend, and hold harmless FGA and all of its predecessors, successors, parents, subsidiaries, affiliates, officers, directors, shareholders, investors, employees, agents, representatives and attorneys and their respective heirs, successors and assigns (collectively, the “Indemnified Parties”) from and against any and all liability and costs, including, without limitation, reasonable attorneys’ fees, incurred by any or all the Indemnified Parties in connection with any claim arising out of or relating to: (i) your access to or use of the Site, or (ii) any breach by you of these Terms and Conditions or the representations, warranties, and covenants you have made by agreeing to these Terms and Conditions. You shall cooperate as fully as reasonably required in the defense of any such claim. FGA reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
SEVERANCE AND WAIVER
In the event any provision of these Terms and Conditions is held by a court to be invalid, unlawful, or unenforceable, you and we agree that the validity, legality, and/or enforceability of the remaining provisions contained in these Terms and Conditions will not in any way be affected or impaired. Our failure to exercise or enforce any right or provision under these Terms and Conditions will not constitute a waiver of such right or provision by us.
VENUE AND CHOICE OF LAW
IMPORTANT NOTICE: ARBITRATION, JURY TRIAL, AND CLASS ACTION WAIVER: EXCEPT AS OTHERWISE DESCRIBED IN THIS SECTION BY USING THE SERVICES, YOU AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. PLEASE REVIEW THIS SECTION CAREFULLY.
You acknowledge and agree that (a) the Services shall be deemed solely based in Nevada, and (b) the Services shall be deemed not to give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Nevada. These Terms and Conditions are governed by the laws of the State of Nevada, without regard to its conflict of laws principles. Any case, controversy, suit, action, or proceeding arising out of, in connection with, or related to these Terms and Conditions or the Services shall be settled by binding individual arbitration in Henderson, Nevada. The arbitration shall be conducted confidentially under the Commercial Arbitration Rules of the American Arbitration Association. The party seeking to initiate arbitration must notify the adverse party in writing of a Demand for Arbitration. Suppose the parties cannot mutually agree on an acceptable arbitrator within twenty days after the adverse party has received the Demand for Arbitration from the initiating party. In that case, the parties shall submit a joint request for arbitration to the American Arbitration Association (“AAA”) and shall allow the AAA to select the arbitrator. Any decision or award resulting from such arbitration proceedings shall be in writing. It shall explain all conclusions of law and fact and include assessing costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall be conducted by a panel of three (3) arbitrators, each experienced in commercial contract disputes for at least seven (7) years and each having presided over at least five (5) previous arbitration matters and shall include a written record of the arbitration hearing. The parties reserve the right to object to any potential arbitrator employed by or affiliated with a competing organization or entity, thereby resulting in a conflict of interest. An arbitration award may be confirmed in the State of Nevada court. In the event of non-compliance with the arbitration ruling, the prevailing party may seek to enforce the arbitration decision in the Nevada courts.
Notwithstanding the preceding provisions of this Section, (a) we shall be entitled to obtain injunctive relief and specific performance from any court of competent jurisdiction, for example, to stop you from using the Services in a manner that violates these Terms and Conditions, and (b) you shall be entitled to bring an individual action in small claims court.
ARBITRATION MUST BE INITIATED BY THE AGGRIEVED PARTY WITHIN ONE (1) YEAR OF THE ALLEGED CONDUCT THAT MAY GIVE RISE TO ANY CAUSE OF ACTION OR DISPUTED MATTER TO BE ARBITRATED THAT ARISES OUT OF OR IS RELATED TO THE SERVICES AND THESE TERMS AND CONDITIONS. IF ARBITRATION IS NOT INITIATED WITHIN ONE (1) YEAR OF A DISPUTE OR CAUSE OF ACTION COMING INTO EXISTENCE, SUCH CAUSE OF ACTION CANNOT BE PURSUED AND IS PERMANENTLY BARRED FROM ARBITRATION AND LITIGATION.
PREVAILING PARTIES
In the event of any action to enforce or interpret any provision of these Terms and Conditions, including arbitration proceedings, the prevailing party is entitled to recover, in addition to other costs, reasonable attorney fees in connection with the suit, action, or arbitration, and in any appeals. The determination of who is the prevailing party and the number of reasonable attorneys’ fees to be paid to the prevailing party will be decided by the tribunal in which the matter is heard, tried, or decided, including any arbitration panel, court(s), or appellate court(s).
INFRINGEMENT NOTICES AND TAKEDOWN
FGA prohibits posting any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. If you believe that any material contained on the Site infringes your copyright or other intellectual property rights, you should notify FGA of your copyright infringement claim in accordance with the following procedure. FGA shall process notices of alleged infringement which it receives and shall take appropriate action as required by the Digital Millennium Copyright Act (“DMCA”). The DMCA requires that notifications of claimed copyright infringement should be sent to the Site’s Designated Agent, who is:
Attn: Legal Department
Farrah Gray, L.L.C.
1000 N. Green Valley Parkway Suite 440-431
Henderson, Nevada 89074
Email: legal@farrahgrayadvisors.com
To be effective, the notification must be in writing and contain the following information (DMCA, 17 U.S.C. §512(c)(3)):
1. Physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or, if a single notification covers multiple copyrighted works at a single online site, a representative list of such works at that site;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
ENTIRE AGREEMENT
These Terms and Conditions constitute the entire agreement between you and FGA regarding the subject matter and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding that subject matter. Any waiver of these Terms and Conditions provision shall be effective only if in writing and signed by FGA. Any failure to enforce any provision of these Terms and Conditions shall not constitute a waiver of a future breach of that or any other provision of these Terms and Conditions.
