Version 1

Published on Monday, January 7th, 2019 at 10:55 am EST

"Service" or "Services" means our products, software, services, and website (including but not limited to text, graphics, images, and other material and information) as accessed from time to time by the user, regardless if the use is in connection with an account. The following terms of service apply to involve your interaction with Moirai Conservation and Research Inc. (hereafter referred to as “the Organization”), and the associated (www.moiraiconservation.org; hereafter referred to as “the Website”).









GENERAL TERMS





The following terms and conditions govern all use of the Organization’s Website and all content, services, and products available at or through the Website. Our services are offered subject to your acceptance without modification of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, the Organization’s Privacy Policy) and procedures that may be published from time to time by the Organization (herein collectively referred to as the “Agreement”). You agree that the Organization may automatically upgrade its services, and these terms will apply to any upgrades. Please read this Agreement carefully before accessing or using our services. By accessing or using any part of our services, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access or use any of our services. If these terms and conditions are considered an offer by the Organization, acceptance is expressly limited to these terms. Some of our services may be age-restricted, and only offered to individuals older than 18 years of age. The use of such services will require that you supply us with your age or date-of-birth, and the use of services may be denied to individuals who are below 18 years of age. The use of our services may require the registration of an account with the Organization and the Website. By registering an account, you agree to provide us with complete and accurate information. You will be solely responsible and liable for any activity that occurs under your username. You are also responsible for keeping your password secure. You must immediately notify the Organization of any unauthorized uses of your account, or any other breaches of security. The Organization will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. In order to use the services, you must obtain Internet access, either directly or through devices that access web-based content, and pay any service fees associated with such access. You are solely responsible for paying such fees. In addition, you must provide all equipment necessary to make such Internet connection, including a computer and modem or other access device. You are solely responsible for providing such equipment. You acknowledge and agree that while the Organization may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the services or on the amount of storage space used for the provision of any service, such fixed upper limits may be set by the Organization at any time, at the Organization’s discretion. The Organization’s services are for research, informational, and educational use only. We do not provide medical advice. The Organization may offer a range of different services. Individual services may have additional terms associated with them, specific to that service, which will be made available prior to use. The use of services with additional terms may be denied to individuals who do not agree to those terms.









INTELLECTUAL PROPERTY





This Agreement does not transfer from the Organization to you (or any third party) any of the Organization’s intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with the Organization. The Organization, and all other trademarks, service marks, graphics and logos used in connection with the Organization or our services, are trademarks or registered trademarks of the Organization or the Organization’s licensors. Other trademarks, service marks, graphics and logos used in connection with our services may be the trademarks of other third parties. Your use of our services grants you no right or license to reproduce or otherwise use any of the Organization or third-party trademarks.









CHANGES





We are constantly updating our services, and that means sometimes we have to change the legal terms under which our services are offered. If we make changes that are material, we will inform you by email or other communication before the changes take effect. The notice will designate a reasonable period of time after which the new terms will take effect. If you disagree with our changes, then you should stop using our services within the designated notice period. Your continued use of our services will be subject to the new terms. However, any dispute that arose before the changes shall be governed by the Agreement (including the binding individual arbitration clause) that were in place when the dispute arose.









TERMINATION





The Organization may terminate your access to all or any part of our services at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your account (if you have one), you may simply discontinue using our Services. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.









DISCLAIMER OF WARRANTIES





Our Services are provided “as is.” The Organization and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither the Organization nor its suppliers or licensors, makes any warranty that our services will be error free or that access thereto will be continuous or uninterrupted. You download from, or otherwise obtain content or services through, our Services at your own discretion and risk.









LIMITATION OF LIABILITY





In no event will the Organization, or its suppliers or licensors, be liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to the Organization under this agreement during the twelve (12) month period prior to the cause of action. The Organization shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.









GENERAL REPRESENTATION AND WARRANTY





You represent and warrant that (i) your use of our services will be in strict accordance with the Organization’s Privacy Policy, with this Agreement, and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of our services will not infringe or misappropriate the intellectual property rights of any third party.









US ECONOMIC SANCTIONS





You expressly represent and warrant that your use of our services and/or associated products is not contrary to applicable U.S. Sanctions. Such use is prohibited, and the Organization reserves the right to terminate accounts or access of those in the event of a breach of this condition.









INDEMNIFICATION





You agree to indemnify and hold harmless the Organization, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of our services, including but not limited to your violation of this Agreement.









TRANSLATION





These Terms of Service were originally written in English (US). We may translate these terms into other languages. In the event of a conflict between a translated version of these Terms of Service and the English version, the English version will control.









MISCELLANEOUS





This Agreement constitutes the entire agreement between the Organization and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized member of the Organization, or by the posting by the Organization of a revised version. Except to the extent applicable law, if any provides otherwise, this Agreement and any access to or use of our services will be governed by the laws of the United States of America. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such rules. The arbitration shall take place in the United States of America, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; the Organization may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.