It is Seractive's policy to respect your privacy. Seractive will not monitor, edit, or disclose any personal information about you or your account, including its contents, without your prior consent unless Seractive deems it necessary, in its sole discretion, to:
comply with legal process or other legal requirements, including but not limited to responding to civil or criminal subpoenas, search warrants, national security letters, or other requests for information from law enforcement officials;
protect and defend the rights or property of Seractive or its officers, agents, affiliates, and licensees;
enforce this Agreement; or
protect the interests of other Seractive customers.
NOTWITHSTANDING THE PROVISIONS OF THIS AGREEMENT TO THE CONTRARY, HUDSDON RESERVES THE RIGHT (SUBJECT TO APPLICABLE LOCAL LAW), IN ITS SOLE DISCRETION, TO MONITOR YOUR ACCOUNT, INCLUDING BUT NOT LIMITED TO THE USE OF A USER'S MAIN ACCOUNT AND ANY SUB-ACCOUNTS, FOR THE PURPOSE OF INVESTIGATING VIOLATIONS OF THIS AGREEMENT OR TO ASSIST WITH CRIMINAL OR CIVIL INVESTIGATIONS.
INTERNATIONAL CUSTOMERS UNDERSTAND AND AGREE THAT THE SERACTIVE SERVICES ARE PROVIDED BY MEMETA GROUP, INC. IN THE UNITED STATES OF AMERICA. THE PERSONAL INFORMATION WHICH YOU GIVE SERACTIVE WILL BE TRANSFERRED TO AND MAINTAINED IN THE UNITED STATES AND ELSEWHERE. IF YOU DO NOT CONSENT TO THIS TRANSFER, DO NOT ACCEPT THE TERMS AND CONDITIONS FOR THE SERACTIVE SERVICES. INTERNATIONAL CUSTOMERS FURTHER UNDERSTAND AND AGREE THAT Seractive MAY DISCLOSE PERSONAL INFORMATION ABOUT THEM AND THEIR WEBSITE OR DOMAIN NAMES PURSUANT TO THIS SECTION, AND WAIVE ANY RIGHTS TO PRIVACY OR PROTECTION OF PERSONAL DATA RELATING TO SUCH INFORMATION TO THE FULLEST EXTENT PERMITTED UNDER NATIONAL AND INTERNATIONAL LAW.
In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had never been included. The invalidity or unenforceability of any provision(s) of this Agreement shall not affect the validity or enforceability of any other provision.
6. NON-ENFORCEMENT DOES NOT CONSTITUTE WAIVER.
Failure of Seractive at any time to enforce any of the specific provisions of this Agreement shall not preclude any other or further enforcement of such provision(s) or the exercise of any other right hereunder. No waiver of a breach of this Agreement shall be valid unless made in writing and signed by duly authorized representative of Seractive.
Seractive may provide notice to you via e-mail sent to the e-mail address provided by you upon registration or as subsequently provided by you to Seractive. Such notice is deemed effective whether you receive it or not and shall be deemed written notice for the purposes of this Agreement.
You may provide notice to Seractive in one of the following ways:
by personal delivery;
by addressing the notice as indicated below and depositing the same by registered or certified mail, postage prepaid, in the United States mail, Memeta Group, Inc. 1605 John Street, Suite 115, Fort Lee, NJ 07024.
by Federal Express;
by facsimile transmission; or
by e-mail and registered or certified mail.
Such notice, statement or other document so delivered to Seractive, except as this Agreement expressly provides otherwise, shall be conclusively deemed to have been given when first personally delivered, on the date of delivery or on the first date of receipt. Notice by e-mail to Seractive shall be deemed ineffective, null and void unless a copy of such notice is also sent by registered or certified mail, and postmarked not more than five days subsequent to the giving of e-mail notice. Any such e-mail notice to Seractive shall be deemed effective as of the date on which Seractive receives the certified or registered mail notice.
8. FORCE MAJEURE.
In the event of "force majeure" (as defined below), Seractive may terminate this Agreement without liability to you. For purposes of the Agreement, "force majeure" shall mean circumstances or occurrences beyond Seractive's reasonable control, whether or not foreseeable at the time of entering into the Agreement, in consequence of which Seractive cannot reasonably be required to perform its obligations hereunder or otherwise perform its obligations under the Agreement. Such circumstances or occurrences include, but are not limited to: acts of God, war, civil war, insurrection, fires, floods, labor disputes, epidemics, governmental regulations and/or similar acts, embargoes, termination or temporary unavailability of any computer hardware or software, server, or network on which the Seractive Services are located or maintained or through which the Seractive Services are provided, and nonavailability of any permits, licenses and/or authorizations required by governmental authority.
Seractive reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Seractive Services (or any part thereof) with or without notice. You agree that Seractive shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Seractive Services.
9. NO ASSIGNMENT BY YOU; ASSIGNMENT BY SERACTIVE.
This Agreement and the rights pertaining hereto may not be assigned, resold, or otherwise transferred in whole or in part by you without Seractive's prior written consent. In particular, you may not sell accounts or subaccounts to third parties. Notwithstanding the above, this Agreement shall be binding upon your successors and assigns, if any. Seractive may assign or license any or all of its rights and/or obligations hereunder in its free, sole, and unfettered discretion.
10. ARBITRATION AND WAIVER OF JURY TRIAL.
ANY AND ALL DISPUTES AS TO THE INTERPRETATION OF OR ANY PERFORMANCE UNDER THIS AGREEMENT WHICH ARE NOT FIRST RESOLVED INFORMALLY, SHALL BE DETERMINED BY BINDING ARBITRATION IN HACKENSACK, NEW JERSEY IN ACCORDANCE WITH THE RULES OF JUDICIAL ARBITRATION AND MEMETA GROUP, INC ("JAM") AND IN ACCORDANCE WITH THE RULES OF JAM. Any award arising out of such arbitration shall be subject to entry as a judgment by any court of competent jurisdiction in the United States. Any action to confirm or vacate such an award must be brought in either the Superior Court of New Jersey sitting in Newark, Jersey or the United States District Court for the District of New Jersey sitting in Newark. You consent to personal jurisdiction and venue in such courts and you waive any challenge to personal jurisdiction or venue in such courts. You further agree that Seractive shall be entitled to collect its attorneys' fees, costs and other expenses in the event that Seractive acts to enforce this arbitration and forum selection clause, regardless of whether Seractive prevails in the underlying action. The final award in any such arbitration proceeding shall be subject to entry as a judgment by any court of competent jurisdiction, provided that such judgment does not conflict with the terms and provisions hereof. The jurisdiction of the arbiter (or arbiters) with respect to legal matters shall be limited only by the statutory and common law of the State of New Jersey and the federal law of the United States of America. There are no exceptions to these mandatory arbitration provisions except as set forth in Sections 21.2 and 21.3.
Notwithstanding the provisions of Section 21.1, if you fail to timely pay amounts due Seractive may assign your account for collection and the collections agency may pursue such claims in court limited strictly to the collection of the past due debt and any interest or cost of collection permitted by Law or this Agreement.
Nothing in Section 21.1 shall preclude Seractive from: (i) seeking and obtaining any injunctive relief or attachment and expedited discovery or other equitable relief to enforce the terms of this Agreement or to remedy a breach thereof, or (ii) bringing an action to enforce this Agreement or the provisions hereof in the event JAM will not or cannot arbitrate a particular dispute. Any action under this section 21.3 may be brought in either the United States District Court for the District of Jersey or the Superior Court of New Jersey, sitting in Newark, and each party consents to the in personam jurisdiction of such Courts for the purpose of any such action or proceeding. Each party hereby waives all rights it has or which may hereafter arise to contest such exclusive jurisdiction of the United States District Court for the District of New Jersey or Superior Court of New Jersey, sitting in Newark.
In addition to the foregoing, YOU HEREBY AGREE THAT AS A PART OF THE CONSIDERATION FOR THIS AGREEMENT, YOU WAIVE THE RIGHT TO A TRIAL BY JURY FOR ANY DISPUTE ARISING BETWEEN YOU AND SERACTIVE THAT IS IN ANY WAY RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, and that such waiver shall be enforceable up to and including the day that trial is to start, and even if the arbitration provisions of this paragraph are waived.
Neither you nor Seractive may be a representative of other potential claimants or a class of potential claimants in any dispute concerning or relating to this Agreement, nor may two or more individuals' disputes be consolidated or otherwise determined in one proceeding. YOU AND SERACTIVE ACKNOWLEDGE THAT THIS SECTION 21.5 WAIVES ANY RIGHT TO PARTICIPATION AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLASS ACTION
This Agreement shall be interpreted according to the laws of the State of New Jersey, United States of America, and, where applicable, the federal law of the United States of America, without regard to conflicts of law principles.
11. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof, and supersedes and cancels all other prior agreements, discussion, or representations, whether written or oral. No officer, employee or representative of Seractive or you has any authority to make any representation or promise in connection with this Agreement or the subject matter thereof which is not contained expressly in this Agreement, and Seractive and you hereby acknowledge and agree that neither Seractive nor you have executed this Agreement in reliance upon any such representation or promise.
This Agreement may be materially altered by Seractive by posting the new version of the Agreement at www.seractive.com and if posted in this manner, shall be effective immediately upon posting such notice and notifying you by email at the email address registered in your account. In the event that Seractive does materially change the terms of this Agreement, you accept and shall be bound by such changed terms unless you opt to terminate the Agreement within thirty days of the posting of notice of such change.
You may not modify this Agreement, in whole or in part, and any such modification or attempt to modify shall not be enforceable unless reduced to writing and signed by a duly authorized representative of Seractive. No additional or conflicting term in any other document used by you will have any legal effect.
13. STATUTE OF LIMITATIONS.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one year after such claim or cause of action arose or be forever barred.