ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
Effective Date: October 6, 2020
Welcome to Indify. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at:
Address: 200 Business Park Drive, Suite 202, Armonk, NY 10504
Please read these Terms carefully. They cover important information about Services provided to you. These Terms include information about future changes to these Terms, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at indify.io, send you an email, and/or notify you by some other means.
If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
Children’s Online Privacy Protection Act
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under thirteen (13). We do not knowingly collect or solicit personally identifiable information from children under thirteen (13); if you are a child under thirteen (13), please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under thirteen (13), we will delete that information as quickly as possible. If you believe that a child under thirteen (13) may have provided us personal information, please contact us at firstname.lastname@example.org.
You may be required to sign up for an account, select a password and user name (“Indify User ID”), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Indify User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.
You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and have gotten your parent or guardian to agree to these Terms on your behalf). If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization’s or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
You will only use the Services for your own personal use, and not on behalf of or for the benefit of any third party. You will comply with all laws that apply to you, your use of the Services, and your actions and omissions that relate to the Services (for example, Artists must comply with all laws that relate to the Assets (as defined below and in the Offer Glossary)). If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.
You will not share your Indify User ID, account or password with anyone, and you must protect the security of your Indify User ID, account, password and any other access tools or credentials. You’re responsible for any activity associated with your Indify User ID and account.
Connecting Artists, Partners, and Team Members
Indify connects those looking to cultivate their musical talents (“Artists”), those looking to enter into financial partnerships with that talent (“Partners”), and those offering services in connection with cultivating an Artist’s talent (“Team Members”). When we use the word “you” in these Terms, it refers to any user, regardless of whether he, she or they are an Artist, Partner or Team Member, while if we use one of those specific terms, it only applies to that category of user. Note that the same users can qualify as different categories of users depending on the applicable use of the Services – for example, a Team Member may also act as a Partner for the same Artist (or different Artists).
Partners may present offers for financial partnership with respect to certain Assets (as defined in the Offer Glossary) that an Artist may make available from time to time via the Services (“Offer”). Offers may vary, and Indify does not control the specific terms of any Offer. Note that only Artists can accept Offers from Partners; Team Members are strictly prohibited from accepting any Offer on behalf of any Artist. To see a general description of the components of an Offer, please review the Offer Glossary. Terms not defined in these Terms have the meanings given to them in the Offer Glossary. It is your responsibility to continuously monitor the Offer Glossary, as it may be updated from time to time at Indify’s sole discretion.
Indify may vet Artists (which may include checking each Artist's background, experience, and relevant qualifications) before permitting them to join the Indify platform, though it is not obligated to do so. However, with respect to entering into a financial partnership with any particular Artist or financially supporting the Assets that such Artist offers through the Services, each Partner is solely responsible for making its own financial and other determinations. However, before receiving Services from any Team Member (“Team Member Services”), Artists (and/or the Partners engaging with Team Members on behalf of an Artist) are responsible for making their own determinations.
Indify is not a broker, agent, investment advisor, financial institution, creditor or 501(c)(3) nonprofit corporation. Indify is only responsible for connecting Artists, Partners, and Team Members through the Indify platform, and Indify can’t and won’t be responsible for making sure that any Assets or Team Member Services are actually provided or are up to a certain standard of quality (or that any Assets don’t infringe on any third party rights). Indify similarly can’t and won’t be responsible for ensuring that information a Team Member, Partner or Artist provides about himself or herself is accurate or up-to-date. We don’t control the actions of any Team Member, Partner or Artist, and Artists aren’t our employees.
By accessing our Services and identifying as an Artist, you acknowledge and agree that neither you nor any person or entity that is affiliated or otherwise related to you will, directly or indirectly, offer any form of “security” as such term is defined in the Securities Act of 1933, as amended, including but not limited to, notes, stocks, equity, treasury bonds, security futures, security-based swaps bonds or debentures.
By accessing our Services and identifying as a Partner, you acknowledge and agree that you are sophisticated in transactions of the nature that the Indify platform offers with personal or professional experience assessing the long-term business prospects of Artists and understand the financial and other risks of partnering with Artists (“Sophisticated Partner”). Indify is not responsible for verifying that any person or entity that identifies as a Partner in connection with the Services is a Sophisticated Partner or is otherwise appropriate to enter into a financial partnership or otherwise partner with Artists. Indify does not recommend any Artist, Partner or Team Members, endorse their fitness for partnership (financial or otherwise), or verify or claim the accuracy of information provided by Artists, Partners or Team Members.
Notwithstanding anything herein to the contrary, Artists are independent contractors of Partners and not employees, partners, representatives, agents, joint venturers, independent contractors or franchisees of Indify. Similarly, Team Members are independent contractors of Artists and not employees, partners, representatives, agents, joint venturers, independent contractors or franchisees of Indify. Indify does not offer the Assets or Team Member Services and does not employ individuals to create the Assets or perform the Team Member Services. You hereby acknowledge that Indify does not supervise, direct, control or monitor Artists or Team Members and expressly disclaims any responsibility and liability related to the Assets and Team Member Services, including but not limited to any warranty or condition of good and workmanlike services, warranty or condition of quality or fitness for a particular purpose, intellectual property infringement, or compliance with any law, regulation, or code.
Team Members, Partners, and Artists must not enter into separate agreements outside of Indify relating to the Assets or Team Member Services (“Outside Agreements”). If you do enter into any Outside Agreement, we may terminate your Indify account, and you acknowledge that Indify is not a party to and isn’t responsible for enforcing any Outside Agreement.
As part of the Services, you may receive communications through the Services, including messages that Indify sends you (for example, via email). When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving messages.
You represent, warrant, and agree that you will not contribute any User Submission (defined below) or otherwise use the Services or interact with the Services in a manner that:
Additionally, you agree that you will not post, upload, share, store, or otherwise provide through the Services any User Submissions that: (i) contain sexually explicit content or pornography; (ii) contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iii) exploit minors; (iv) depict unlawful acts or extreme violence; (v) depict animal cruelty or extreme violence towards animals; (vi) promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or (vii) that violate any law.
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
We respect the intellectual property rights of Artists and others, and as an Artist, we know you do too. As an Artist, you know that clearing content and paying the royalties that are due to the agencies and others for licensing rights are critical to a successful content business. As we’ve noted in these Terms, you are responsible for securing all rights in your musical works and/or sound recordings that you make available as assets for funding partnerships with Partners (“Assets,” as more particularly defined in the Offer Glossary) and paying the appropriate royalties (if any) to others. Additionally, you hereby represent and warrant to Indify (and to other Indify users) the following:
We are not responsible for any clearance or licensing of your Assets, and we make no deductions or reservation of fees to account for such payments (unless they are imposed upon us or we reasonably determine you will not pay them). Any unauthorized use of copyright protected material within your Assets (including by way of reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available or otherwise communicating to the public), independent of whether it is or becomes unauthorized at a later point, may constitute an infringement of third party rights and is strictly prohibited. Any such infringements may result in termination of your access to the Services, and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rightsholder. Further, if we receive claims, demands, lawsuits, subpoenas or inquiries from others regarding your Assets, we may suspend payments to you until you have demonstrated to our reasonable satisfaction that you have secured and paid for all rights necessary to distribute and license your Assets. We will hold those fees in your Artist account until the issues are resolved, at which time we shall promptly remit such funds to you. We will not release those fees to any third party unless a court orders us to do so or you instruct us to do so.
In order for Indify to properly distribute royalty payouts to you, Partners, and Team Members (as applicable), you must ensure that the only way you are paid with respect to the Assets is through the Indify platform. Therefore, you agree that you will instruct any payors of any funds you are due (including without limitation, all royalties) related to the Assets to pay those funds through the Services. The types of transactions related to the Assets where such funds must flow through the Indify platform may include but are not limited to the following:
Note that Indify is not responsible for any shortfalls in payouts to Indify users that may occur as a result of your conducting any transactions related to the Assets outside of the Indify platform.
Additionally, as an Artist, you are responsible for approving any deductions that are made by a Team Member with respect to any royalties or other funds related to any Assets, as well as for any deductions that are made before such funds flow through the Indify platform. You must provide written documentation of any such deductions, and if our Payment Processor (defined below) makes any such deductions on your behalf, you are not permitted to make any additional deductions for the same amounts.
Finally, only you, as an Artist, have the right to accept an Offer made by a Partner. You are not permitted to share your Indify credentials with anyone else (including without limitation, any Team Member) in order to accept Offers on your behalf (or for any other reason). As noted elsewhere, you are responsible for any activity associated with your Indify User ID and account, including acceptance of Offers.
Are there any terms specific to me as a Partner?
As a Partner, the only right you have with respect to any Asset is to receipt of royalty amounts as expressly described in the terms of the applicable Offer(s); you obtain no proprietary rights in the Assets. Additionally, as a Partner you are responsible for approving any deductions that are made by a Team Partner from any royalties or other funds related to the Assets. As a Partner, you will provide reports to Indify from time to time (but no less than monthly) that may include, for example, usage reports regarding applicable Assets from digital service providers, or whatever other information that Indify deems necessary in order to process the royalties and other funds received related to any Offer. If you do not provide these reports in a timely manner, Indify may withhold distribution of applicable royalties or other funds until such reports are provided and processed by Indify. As payment for rendering the Services, Indify will receive 15% of the cash apportioned to the Partner’s Split after recoupment until the earlier of the end of the Term of the Offer (as such terms are defined in the Offer Glossary) or ten (10) years from the date the Offer is effective. Please note that Indify has the right to modify this percentage by notifying you.
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions (as defined below) and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Indify's) rights.
Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that Indify owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.
Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission”, provided that Assets that are not otherwise posted, uploaded, shared, stored or provided to Indify or other users through the Services are not User Submissions (and not subject to the User Submissions licenses hereunder). You are solely responsible for all User Submissions you contribute to the Services. You represent that all User Submissions submitted by you are accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations.
Licenses to User Submissions
For all User Submissions, you hereby grant Indify a license to translate, modify (for technical purposes, for example, to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected.
If you store a User Submission in your own personal Indify account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant Indify the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.
If you share a User Submission in a manner that only certain specified users can view (for example, a private message to one or more other users) (a “Limited Audience User Submission”), then you grant Indify the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.
If you share a User Submission publicly on the Services and/or in a manner that more than just you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “Public User Submission”), then you grant Indify the licenses above, as well as a license to display, perform, and distribute your Public User Submission for any purpose. Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.
You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide, provided that when you delete your Indify account, we will stop displaying your User Submissions (other than Public User Submissions, which may remain fully available) to other users (if applicable), but you understand and agree that it may not be possible to completely delete that content from Indify's records, and that your User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other users.
We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers; to review our complete Copyright Dispute Policy and learn how to report potentially infringing content, click here.
Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it or any user that posted or transmitted such Content through the Services. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or interact with other users or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability in connection with the foregoing. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.
Your interactions with organizations and/or individuals found on or through the Services, including interactions with Partners, Artists, or Team Members, and any other terms, conditions, warranties or representations associated with such partnerships, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties. You agree that Indify shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such partnerships.
If there is a dispute between participants on this site or Services, or between users and any third party, you agree that Indify is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Indify, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.
You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
We’re always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.
Some of the Services may be free, or we may charge a fee for using the Services. We will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services. At this time, Indify receives a percentage of royalty earnings that are earned through monetization of an Artist’s Assets, as further described in the Payout Distribution Process Terms. Indify may provide periodic reports related to the royalties and other funds that will be paid out to users via the Indify platform from time to time.
You are responsible for ensuring that any funds you are entitled to receive related to the Services are paid via the Indify platform. Indify is not responsible for ensuring proper payment of any funds related to any advance, royalty, or other payout to which you may be entitled that you do not ensure are routed through the Services.
Payment Method. The terms of payment will be based on your chosen payment provider to send or receive payments (“Payment Method”) and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method.
Payout Distribution Process. Royalty and other payments related to the Assets will be distributed by Indify on a periodic basis, after Indify has received the applicable funds and has determined applicable payout amounts and distribution process. Generally, Indify will follow a standard distribution process established for Partners, Artists and Team Members, which includes issuance of payments depending on whether the applicable Advance has been recouped by the Partner and whether further distributions are permitted (or able to be completed) at any given point in time. To see a general description of what the standard payout distribution process will entail with respect to any particular Offer, please review the Payout Distribution Process Terms. It is your responsibility to continuously monitor the Payout Distribution Process Terms, as it may be updated from time to time at Indify’s sole discretion. While Indify may accommodate different payout distribution processes that users specify as part of their agreements, Indify does not guarantee any financial results from any distribution processes.
What if I want to stop using the Services?
If you do decide to stop using the Services and there are any outstanding payments that are owed to you (whether Indify has received those at the time you stop using the Services or thereafter), then Indify will hold such funds and will charge you interest at the then-current applicable federal rate per year on such amount until you contact us with sufficient information such that we can release the funds to you. Indify may try to contact you regarding payment of these funds, but it is your responsibility to ensure that Indify has accurate and up to date contact and payment information in order to pay any outstanding amounts to you after you stop using the Services. If Indify is unable to pay such outstanding amounts to you due to out of date contact and/or payment information and as a result, has to hold such funds in its accounts for longer than three (3) months from the original date of intended payment, then we reserve the right to charge you a processing fee for any subsequent disbursement of such funds. You hereby acknowledge that Indify may release such funds to the state after a certain period of time you have stopped using the Services and have not claimed such funds, depending on the laws of the state in which you reside.
Indify is also free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of these Terms. Indify has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms; for example, a Partner who reasonably believes that an Artist may be in breach of these Terms is not able to enforce these Terms against that Artist (or vice versa).
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. We will try to provide advance notice to you prior to our terminating your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of Indify. Indify may cooperate with other users to allow them to fulfill any outstanding obligations to you at the time of termination of such user’s account.
If you have deleted your account by mistake, contact us immediately at email@example.com– we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration provision.
Warranty Disclaimer. Indify and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Indify and all such parties together, the “Indify Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the Indify Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The Indify Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services. Further, the Indify Parties make no representations or warranties regarding whether any of the Assets of any Artist violate any intellectual property, privacy, publicity or other third party rights, and any such representations or warranties must be obtained from such Artist directly. You hereby acknowledge and agree that Indify cannot and does not review the Content created or uploaded by its users or the Assets related to any Artist, and none of the Indify Parties have any obligation to monitor the Services for Content or Assets that are inappropriate, that do or might infringe any third party rights, or has otherwise been uploaded in breach of these Terms or applicable law. THE SERVICES AND CONTENT ARE PROVIDED BY INDIFY (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Payments through the Indify Platform; Advances. All payments made or received via the Services or otherwise through the Indify platform are on a contingent basis (e.g., Partners and Team Members will not receive payments unless and until an Artist receives payment from applicable third parties for exploitation of Assets subject to an Offer). The Indify Parties make no assurances that any such payments will be made, nor do they make any guarantees that any Advances will be recouped.
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE INDIFY PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF ONE-HUNDRED ($100) DOLLARS OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity. To the fullest extent allowed by applicable law, you agree to indemnify and hold the Indify Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms, including without limitation, any representations or warranties made by you. In the event of such a claim, suit, or action against an Indify Party (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Indify’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of New York, without regard to the conflicts of laws provisions thereof.
Arbitration. Please read the following arbitration provision carefully because it requires you to arbitrate certain disputes and claims with Indify and limits the manner in which you can seek relief from Indify. Both you and Indify acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Indify's officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.
Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Indify may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Indify agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Indify, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Indify, and you do not have any authority of any kind to bind Indify in any respect whatsoever.
Except as expressly set forth in the sections above regarding the arbitration provision, you and Indify agree there are no third-party beneficiaries intended under these Terms.