1. Introduction; Your Agreement to these Terms of Service
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THIS IS A BINDING CONTRACT. Welcome to the services operated by THE IFC (collectively with its affiliates, “THE IFC” or “We”) consisting of the website available at the-ifc.com, and its network of websites, software applications, or any other products or services offered by THE IFC (the “THE IFC Services”). Other services offered by THE IFC may be subject to separate terms.
When using the THE IFC Services, you will be subject to guidelines or rules that are posted on the THE IFC Services, made available to you, or disclosed to you in connection with specific services and features. THE IFC may also offer certain paid services, which are subject to THE IFC Terms of sales as well as any additional terms or conditions that are disclosed to you in connection with such services. All such terms and guidelines (the “Guidelines”) are incorporated into these Terms of Service by reference.
The Terms of Service apply whether you are a user that registers an account with the THE IFC Services or an unregistered user. You agree that by clicking "Sign Up" or otherwise registering, downloading, accessing, or using the THE IFC Services, you are entering into a legally binding agreement between you and THE IFC regarding your use of the THE IFC Services. You acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not agree to these Terms of Service, do not access or otherwise use any of the THE IFC Services.
When using THE IFC or opening an account with THE IFC on behalf of a company, entity, or organization (collectively, "Subscribing Organization"), you represent and warrant that you: (i) are an authorized representative of that Subscribing Organization with the authority to bind that organization to these Terms of Service and grant the licenses set forth herein; and (ii) agree to these Terms of Service on behalf of such Subscribing Organization.
2. Use of THE IFC by Minors and Blocked Persons
The THE IFC Services are not available to persons under the age of 13. If you are between the ages of 13 and the age of legal majority in your jurisdiction of residence, you may only use the THE IFC Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Service.
The THE IFC Services are also not available to any users previously removed from the THE IFC Services by THE IFC or to any persons barred from receiving them under the applicable laws in any other jurisdiction.
BY DOWNLOADING, INSTALLING, OR OTHERWISE USING THE THE IFC SERVICES, YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OF AGE, THAT YOUR PARENT OR LEGAL GUARDIAN AGREES TO BE BOUND BY THESE TERMS OF SERVICE IF YOU ARE BETWEEN 13 AND THE AGE OF LEGAL MAJORITY IN YOUR JURISDICTION OF RESIDENCE, AND THAT YOU HAVE NOT BEEN PREVIOUSLY REMOVED FROM AND ARE NOT PROHIBITED FROM RECEIVING THE THE IFC SERVICES.
3. Privacy Notice
Your privacy is important to THE IFC. Please see our Privacy Policy for information relating to how we collect, use, and disclose your personal information.
4. Account and password
In order to open an account, you will be asked to provide us with certain information such as an account name and password.
You are solely responsible for maintaining the confidentiality of your account, your password and for restricting access to your computer. If you permit others to use your account credentials, you agree to these Terms of Service on behalf of all other persons who use the Services under your account or password, and you are responsible for all activities that occur under your account or password. Please make sure the information you provide to THE IFC upon registration and at all other times is true, accurate, current, and complete to the best of your knowledge.
Unless expressly permitted in writing by THE IFC, you may not sell, rent, lease, share, or provide access to your account to anyone else, including without limitation, charging anyone for access to administrative rights on your account. THE IFC reserves all available legal rights and remedies to prevent unauthorized use of the THE IFC Services, including, but not limited to, technological barriers, IP mapping, and, in serious cases, directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.
5. Use of Devices and Services
Access to the THE IFC Services may require the use of your personal computer or mobile device, as well as communications with or use of space on such devices. You are responsible for any Internet connection or mobile fees and charges that you incur when accessing the THE IFC Services.
6. Modification of these Terms of Service
THE IFC may amend any of the terms of these Terms of Service by posting the amended terms. Your continued use of the THE IFC Services after the effective date of the revised Terms of Service constitutes your acceptance of the terms.
For residents of the Republic of Korea, THE IFC will provide reasonable prior notice regarding any material amendments to its Terms of Service. All amendments shall become effective no sooner than 30 calendar days after posting; provided that any amendment regarding newly available features of the Service, features of the Service that are beneficial to the user, or changes made for legal reasons may become effective immediately.
7. License
The THE IFC Services are owned and operated by THE IFC. Unless otherwise indicated, all content, information, and other materials on the THE IFC Services (excluding User Content, set out in Section 8 below), including, without limitation, THE IFC's trademarks and logos, the visual interfaces, graphics, design, compilation, information, software, computer code (including source code or object code), services, text, pictures, information, data, sound files, other files, and the selection and arrangement thereof (collectively, the "Materials") are protected by relevant intellectual property and proprietary rights and laws. All Materials are the property of THE IFC or its subsidiaries or affiliated companies and/or third-party licensors. Unless otherwise expressly stated in writing by THE IFC, by agreeing to these Terms of Service you are granted a limited, non-sublicensable license (i.e., a personal and limited right) to access and use the THE IFC Services for your personal use or internal business use only.
THE IFC reserves all rights not expressly granted in these Terms of Service. This license is subject to these Terms of Service and does not permit you to engage in any of the following: (a) resale or commercial use of the THE IFC Services or the Materials; (b) distribution, public performance or public display of any Materials; (c) modifying or otherwise making any derivative uses of the THE IFC Services or the Materials, or any portion of them; (d) use of any data mining, robots, or similar data gathering or extraction methods; (e) downloading (except page caching) of any portion of the THE IFC Services, the Materials, or any information contained in them, except as expressly permitted on the THE IFC Services; or (f) any use of the THE IFC Services or the Materials except for their intended purposes. Any use of the THE IFC Services or the Materials except as specifically authorized in these Terms of Service, without the prior written permission of THE IFC, is strictly prohibited and may violate intellectual property rights or other laws. Unless explicitly stated in these Terms of Service, nothing in them shall be interpreted as conferring any license to intellectual property rights, whether by estoppel, implication, or other legal principles. THE IFC can terminate this license as set out in Section 12.
8. User Content
a. License to THE IFC
Unless otherwise agreed to in a written agreement between you and THE IFC that was signed by an authorized representative of THE IFC, if you submit, transmit, display, perform, post, or store User Content using the THE IFC Services, you grant THE IFC and its sub-licensees, to the furthest extent and for the maximum duration permitted by applicable law (including in perpetuity if permitted under applicable law), an unrestricted, worldwide, irrevocable, fully sub-licenseable, nonexclusive, and royalty-free right to: (a) use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content (including without limitation for promoting and redistributing part or all of the THE IFC Services (and derivative works thereof) in any form, format, media, or media channels now known or later developed or discovered; and (b) use the name, identity, likeness, and voice (or other biographical information) that you submit in connection with such User Content. Should such User Content contain the name, identity, likeness, and voice (or other biographical information) of third parties, you represent and warrant that you have obtained the appropriate consents and/or licenses for your use of such features and that THE IFC and its sub-licensees are allowed to use them to the extent indicated in these Terms of Service.
b. User Content Representations and Warranties
You are solely responsible for your User Content and the consequences of posting or publishing it. You represent and warrant that: (1) you are the creator or own or control all right in and to the User Content or otherwise have sufficient rights and authority to grant the rights granted herein; (2) your User Content does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, or (b) defame any other person; (3) your User Content does not contain any viruses, adware, spyware, worms, or other harmful or malicious code; and (4) unless you have received prior written authorization, your User Content specifically does not contain any pre-release or non-public beta software or game content or any confidential information of THE IFC or third parties. THE IFC reserves all rights and remedies against any users who breach these representations and warranties.
c. Content is Uploaded at Your Own Risk
THE IFC uses reasonable security measures in order to attempt to protect User Content against unauthorized copying and distribution. However, THE IFC does not guarantee that any unauthorized copying, use, or distribution of User Content by third parties will not take place. To the furthest extent permitted by applicable law, you hereby agree that THE IFC shall not be liable for any unauthorized copying, use, or distribution of User Content by third parties and release and forever waive any claims you may have against THE IFC for any such unauthorized copying or usage of the User Content, under any theory. THE SECURITY MEASURES TO PROTECT USER CONTENT USED BY THE IFC HEREIN ARE PROVIDED AND USED "AS-IS" AND WITH NO WARRANTIES, GUARANTEES, CONDITIONS, ASSURANCES, OR OTHER TERMS THAT SUCH SECURITY MEASURES WILL WITHSTAND ATTEMPTS TO EVADE SECURITY MECHANISMS OR THAT THERE WILL BE NO CRACKS, DISABLEMENTS, OR OTHER CIRCUMVENTION OF SUCH SECURITY MEASURES.
d. Political Activity
Subject to these Terms of Service, you may share political opinions; participate in political activity; and provide links to a political committee's official website, including the contribution page of a political committee. You agree, however, that these activities are entirely your own. Moreover, by engaging in these activities, you represent and warrant that you are eligible to engage in them under applicable law, and that you will abide by all relevant laws and regulations while doing so.
You agree not to solicit the use of or use any THE IFC monetization tool for the purpose of making or delivering a contribution to a candidate, candidate's committee, political action committee, ballot committee, or any other campaign committee, or otherwise for the purpose of influencing any election. Candidates for political office are not eligible to use any THE IFC monetization tool on their channels.
9. Prohibited Conduct
YOU AGREE NOT TO violate any law, contract, intellectual property, or other third-party right; not to commit a tort, and that you are solely responsible for your conduct while on the THE IFC Services.
You agree that you will comply with these Terms of Service and will not:
i. create, upload, transmit, distribute, or store any content that is inaccurate, unlawful, infringing, defamatory, obscene, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, or otherwise objectionable;
ii. impersonate any person or entity; falsely claim an affiliation with any person or entity; access the THE IFC Services accounts of others without permission; forge another person's digital signature; misrepresent the source, identity, or content of information transmitted via the THE IFC Services; or perform any other similar fraudulent activity;
iii. send junk mail or spam to users of the THE IFC Services, including without limitation unsolicited advertising, promotional materials, or other solicitation material; bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, petitions for signatures, or any of the preceding things related to promotional giveaways (such as raffles and contests); and other similar activities;
iv. harvest or collect email addresses or other contact information of other users from the THE IFC Services;
v. defame, harass, abuse, threaten, or defraud users of the THE IFC Services, or collect or attempt to collect, personal information about users or third parties without their consent;
vi. delete, remove, circumvent, disable, damage, or otherwise interfere with (a) security-related features of the THE IFC Services or User Content, (b) features that prevent or restrict use or copying of any content accessible through the THE IFC Services, (c) features that enforce limitations on the use of the THE IFC Services or User Content, or (d) the copyright or other proprietary rights notices on the THE IFC Services or User Content;
vii. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the THE IFC Services or any part thereof, except and only to the extent that this activity is expressly permitted by the law of your jurisdiction of residence;
viii. modify, adapt, translate, or create derivative works based upon the THE IFC Services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
ix. interfere with or damage the operation of the THE IFC Services or any user's enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code; x. access any website, server, software application, or other computer resource owned, used, and/or licensed by THE IFC, including but not limited to the THE IFC Services, by means of any robot, spider, scraper, crawler, or other automated means for any purpose, or bypass any measures THE IFC may use to prevent or restrict access to any website, server, software application, or other computer resource owned, used, and/or licensed by THE IFC, including but not limited to the THE IFC Services;
xi. manipulate identifiers in order to disguise the origin of any User Content transmitted through the THE IFC Services;
xii. interfere with or disrupt the THE IFC Services or servers or networks connected to the THE IFC Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the THE IFC Services; use the THE IFC Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the THE IFC Services, or that could damage, disable, overburden, or impair the functioning of the THE IFC Services in any manner;
xiii. use or attempt to use another user's account without authorization from that user and THE IFC;
xiv. attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of the THE IFC Services that you are not authorized to access;
xv. attempt to indicate in any manner, without our prior written permission, that you have a relationship with us or that we have endorsed you or any products or services for any purpose; and
xvi. use the THE IFC Services for any illegal purpose, or in violation of any local, state, national, or international law or regulation, including without limitation laws governing intellectual property and other proprietary rights, data protection, and privacy.
To the extent permitted by applicable law, THE IFC takes no responsibility and assumes no liability for any User Content or for any loss or damage resulting therefrom, nor is THE IFC liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter when using the THE IFC Services. Your use of the THE IFC Services is at your own risk. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the THE IFC Services will not contain any content that is prohibited by such rules.
THE IFC is not liable for any statements or representations included in User Content. THE IFC does not endorse any User Content, opinion, recommendation, or advice expressed therein, and THE IFC expressly disclaims any and all liability in connection with User Content. To the fullest extent permitted by applicable law, THE IFC reserves the right to remove, screen, or edit any User Content posted or stored on the THE IFC Services at any time and without notice, including where such User Content violates these Terms of Service or applicable law, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the THE IFC Services at your sole cost and expense. Any use of the THE IFC Services in violation of the foregoing violates these Terms of Service and may result in, among other things, termination or suspension of your rights to use the THE IFC Services.
For Residents of the Republic of Korea, except in the case where THE IFC reasonably considers that giving notice is legally prohibited (for instance, when providing notice would either (i) violate applicable laws, regulations, or orders from regulatory authorities or (ii) compromise an ongoing investigation conducted by a regulatory authority) or that any notice may cause harm to you, third parties, THE IFC, and/or its affiliates (for instance, when providing notice harms the security of the THE IFC Services), THE IFC will without delay notify you of the reason for taking the relevant step.
10. Trademarks
THE IFC, the THE IFC logos, and any other product or service name, logo, or slogan used by THE IFC, and the look and feel of the THE IFC Services, including all page headers, custom graphics, button icons, and scripts, are trademarks or trade dress of THE IFC, and may not be used in whole or in part in connection with any product or service that is not THE IFC's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits THE IFC, without our prior written permission. Any use of these trademarks must be in accordance with the THE IFC Trademark Guidelines.
All other trademarks referenced in the THE IFC Services are the property of their respective owners. Reference on the THE IFC Services to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by us or any other affiliation.
11. Idea Submission
By submitting ideas, suggestions, documents, and/or proposals (the "Submissions") to THE IFC or its employees, you acknowledge and agree that THE IFC shall be entitled to use or disclose such Submissions for any purpose in any way without providing compensation or credit to you.
12. Termination
To the fullest extent permitted by applicable law, THE IFC reserves the right, without notice and in our sole discretion, to terminate your license to use the THE IFC Services (including to post User Content) and to block or prevent your future access to and use of the THE IFC Services, including where we reasonably consider that: (a) your use of the THE IFC Services violates these Terms of Service or applicable law; (b) you fraudulently use or misuse the THE IFC Services; or (c) we are unable to continue providing the THE IFC Services to you due to technical or legitimate business reasons. Our right to terminate your license includes the ability to terminate or to suspend your access to any purchased products or services, including any subscriptions. To the fullest extent permitted by applicable law, your only remedy with respect to any dissatisfaction with: (i) the THE IFC Services, (ii) any term of these Terms of Service, (iii) any policy or practice of THE IFC in operating the THE IFC Services, or (iv) any content or information transmitted through the THE IFC Services, is to terminate your account and to discontinue use of any and all parts of the THE IFC Services.
For residents of the Republic of Korea, except in the case where THE IFC reasonably considers that giving notice is legally prohibited (for instance, when providing notice would either (i) violate applicable laws, regulations, or orders from regulatory authorities or (ii) compromise an ongoing investigation conducted by a regulatory authority) or that any notice may cause harm to you, third parties, THE IFC, and/or its affiliates (for instance, when providing notice harms the security of the THE IFC Services), THE IFC will without delay notify you of the reason for taking the relevant step.
12. Termination
To the fullest extent permitted by applicable law, THE IFC reserves the right, without notice and in our sole discretion, to terminate your license to use the THE IFC Services (including to post User Content) and to block or prevent your future access to and use of the THE IFC Services, including where we reasonably consider that: (a) your use of the THE IFC Services violates these Terms of Service or applicable law; (b) you fraudulently use or misuse the THE IFC Services; or (c) we are unable to continue providing the THE IFC Services to you due to technical or legitimate business reasons. Our right to terminate your license includes the ability to terminate or to suspend your access to any purchased products or services, including any subscriptions. To the fullest extent permitted by applicable law, your only remedy with respect to any dissatisfaction with: (i) the THE IFC Services, (ii) any term of these Terms of Service, (iii) any policy or practice of THE IFC in operating the THE IFC Services, or (iv) any content or information transmitted through the THE IFC Services, is to terminate your account and to discontinue use of any and all parts of the THE IFC Services.
For residents of the Republic of Korea, except in the case where THE IFC reasonably considers that giving notice is legally prohibited (for instance, when providing notice would either (i) violate applicable laws, regulations, or orders from regulatory authorities or (ii) compromise an ongoing investigation conducted by a regulatory authority) or that any notice may cause harm to you, third parties, THE IFC, and/or its affiliates (for instance, when providing notice harms the security of the THE IFC Services), THE IFC will without delay notify you of the reason for taking the relevant step.
13. Disputes
a. Indemnification
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless THE IFC, its affiliated companies, and each of our respective contractors, employees, officers, directors, agents, third-party suppliers, licensors, and partners (individually and collectively, the "THE IFC Parties") from any claims, losses, damages, demands, expenses, costs, and liabilities, including legal fees and expenses, arising out of or related to your access, use, or misuse of the THE IFC Services, any User Content you post, store, or otherwise transmit in or through the THE IFC Services, your violation of the rights of any third party, any violation by you of these Terms of Service, or any breach of the representations, warranties, and covenants made by you herein. You agree to promptly notify the THE IFC Parties of any third-party claim, and THE IFC reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify THE IFC, and you agree to cooperate with THE IFC's defense of these claims. THE IFC will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
b. Disclaimers; No Warranties
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) THE THE IFC SERVICES AND THE CONTENT AND MATERIALS CONTAINED THEREIN ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY THE IFC; (B) THE THE IFC PARTIES DISCLAIM ALL OTHER WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE THE IFC SERVICES, INCLUDING ANY INFORMATION, CONTENT, OR MATERIALS CONTAINED THEREIN; (C) THE IFC DOES NOT REPRESENT OR WARRANT THAT THE CONTENT OR MATERIALS ON THE THE IFC SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE; (D) THE IFC IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO TEXT OR PHOTOGRAPHY; AND (E) WHILE THE IFC ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE THE IFC SERVICES SAFE, THE IFC CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE THE IFC SERVICES OR OUR SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE IFC OR THROUGH THE THE IFC SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
c. Limitation of Liability and Damages
i. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL THE IFC OR THE THE IFC PARTIES BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE THE IFC SERVICES, THE CONTENT OR THE MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM THE IFC, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THE IFC'S RECORDS, PROGRAMS, OR SERVICES; AND (B) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE IFC, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE THE IFC SERVICES EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE THE IFC SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER. TO THE EXTENT THAT APPLICABLE LAW PROHIBITS LIMITATION OF SUCH LIABILITY, THE IFC SHALL LIMIT ITS LIABILITY TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW.
ii. Reference Sites
THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN THE IFC AND RECEIVED THROUGH OR ADVERTISED ON THE THE IFC SERVICES OR RECEIVED THROUGH ANY REFERENCE SITES.
iii. Basis of the Bargain
YOU ACKNOWLEDGE AND AGREE THAT THE IFC HAS OFFERED THE THE IFC SERVICES, USER CONTENT, MATERIALS, AND OTHER CONTENT AND INFORMATION, SET ITS PRICES, AND ENTERED INTO THESE TERMS OF SERVICE IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND THE IFC, AND THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND THE IFC. THE IFC WOULD NOT BE ABLE TO PROVIDE THE THE IFC SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
d. Applicable Law and Venue
(i) To the fullest extent permitted by applicable law, you and THE IFC agree that if you are a Subscribing Organization or a consumer resident of a jurisdiction other than those in (ii) below, the following governing law and arbitration provision applies:
PLEASE READ THE FOLLOWING CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH THE IFC AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM THE IFC.
You and THE IFC agree to arbitrate any dispute arising from these Terms of Service or your use of the THE IFC Services, except that you and THE IFC are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and THE IFC agree that you will notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to THE IFC shall be sent to: THE IFC, 14-30 Rue de Mantes, 92700 Colombes. You and THE IFC further agree: to attempt informal resolution prior to any demand for arbitration. Whether the dispute is heard in arbitration or in court, you and THE IFC will not commence against the other a class action, class arbitration, or other representative action or proceeding.
(ii) If you are a resident in any jurisdiction in which the provision in the section above is found to be unenforceable, then any disputes, claims, or causes of action arising out of or in connection with these Terms of Service will be governed by and construed under the laws of your jurisdiction of residence, and shall be resolved by competent civil courts within your jurisdiction of residence.
e. Claims
YOU AND THE IFC AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE THE IFC SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
14. Miscellaneous
a. Waiver
If we fail to exercise or enforce any right or provision of these Terms of Service, it will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms of Service will be effective only if in writing and signed by the relevant party.
b. Severability
If any provision of these Terms of Service is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms of Service to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
c. Assignment
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by THE IFC without restriction. Any assignment attempted to be made in violation of this Terms of Service shall be void.
d. Survival
Upon termination of these Terms of Service, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 7, 8, 10, 13, and 14.
e. Entire Agreement
The Terms of Service, which incorporate the Terms of Sale, is the entire agreement between you and THE IFC relating to the subject matter herein and will not be modified except by a writing signed by authorized representatives of both parties, or by a change to these Terms of Service made by THE IFC as set forth in Section 6 above.