Terms of Service

• Introduction
• Changes to these Terms of Service
• Registration
• Membership Terms
• User Requirements
• Intellectual Property
• Linking to Other Websites and Social Media Features
• Optional Tools
• Confidentiality
• Privacy Notice
• Third-Party Links
• Warranty Disclaimer
• Limitation of Liability; Limitation on Claims
• Indemnification
• Term and Termination
• Dispute Resolution; Arbitration; Class Action Waiver
• Miscellaneous
• Contact

1. Introduction.

   These Terms of Service (“Terms of Service”) apply to your access to, and use of, the website of Cuttell Motorsports, LLC dba IHRA (“IHRA”), located at www.ihra.com or any other website where these Terms and Conditions are posted, linked, or incorporated by reference (“Website”). These Terms of Service are a legal and binding agreement between you (“User”, “you”, or “your”), IHRA, and, as applicable, its subsidiaries, affiliates, and related entities (“Affiliates”) (IHRA and its Affiliates are referred to herein, as the context may require, as “we”, “us”, or “our”). These Terms of Service govern your use of the Website, which includes the programs, offers, content, information, services, and features made available on or through the Website. If you do not agree to these Terms of Service, then you should not access or use the Website.

   Return to Top

2. Changes to these Terms of Service.

   1. We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter. If you have provided IHRA with an email address, we will notify you via email if any changes to these Terms of Service materially affect your rights.

   2. Your continued access to and/or use of the Website following the posting of revised Terms of Service means that you accept and agree to these changes.

   
   

3. Registration.

   1. Registration. Presently or at some point in time, you may be required to complete a registration process and/or setup an account or login (“Account”) to access and use certain portions of the Website. Certain portions of the Website may be available to persons that access or use the Website without registering for an Account (“Visitors”), including those portions before your Account registration is completed. We reserve the right to decline a Visitor’s request to register an Account and may, at any time, terminate or suspend an Account in our sole and absolute discretion, for any or no reason, including, without limitation, failing to meet the eligibility requirements set forth in these Terms of Service. If you create an Account as an employee or agent on behalf of a company or other entity, you represent and warrant that you are authorized to enter into binding contracts, including these Terms of Service, on behalf of yourself and the company or entity you represent. You agree that you are responsible for all activities on your Account whether or not authorized by you.

   2. Account Profile. To register for an Account, you must complete a user profile (“Profile”), which you consent to be shown to other users at our sole and absolute discretion. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Website or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your skills, your qualifications, or any other information requested of you. Further, you agree to correct any such information that is or becomes false or misleading.

   3. Identity and Location Verification. When you register for an Account and, from time to time thereafter, each Account and Profile may be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity and your location. You authorize us, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address, subject to applicable law. When requested, you must timely provide us with complete information about yourself.

   4. Account Permissions. You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business or organization. Notwithstanding the foregoing, by granting other users permissions under your Account, you represent and warrant that (a) the user is authorized to act on your behalf, (b) you are financially responsible for the user’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any user to whom you have provided any permissions and any other person who uses the Account. If any such user violates these Terms of Service, it may affect your ability to use the Website.

   5. Usernames and Passwords. If you register for an Account, you may be asked to choose a username and password, or a username and password will be assigned to you for the Account. You are solely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person. You authorize us to assume that any person using the Website with your username and password is you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another user of the Website.

   Return to Top

4. Membership Terms.
   The terms of membership with IHRA are governed by a separate agreement executed by you and/or may be found on the Website here, the terms of which are hereby incorporated into these Terms of Service by reference.
   
   

5. User Requirements.
   1. You are responsible for:

      1. Making all arrangements necessary for you to have access to and make use of the Website.

      2. Ensuring that all persons who access and use the Website through your internet connection or your Account will comply these Terms of Service.

   2. You agree to comply with all applicable local, state, national and foreign laws, treaties, and regulations in connection with your access and use of the Website, including those related to data privacy and security. You agree to promptly notify us of any violation of this Section.

Return to Top

6. Intellectual Property

   1. Ownership. The Website and their entire contents, features and functionality (including but not limited to all information, software, analysis, data, text, displays, images, video and audio, “look and feel,” and the design, selection and arrangement thereof), are owned by us, our licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

   2. License. These Terms or Use permit you to use the Website solely for your personal use. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the materials provided on or through the Website except as follows:

      1. you may temporarily store copies of such materials incidental to your accessing and viewing those materials;

      2. you may store files that are automatically cached by your computer or personal electronic device for display enhancement purposes; and

      3. if we provide social media features with certain content, you may take such actions as are enabled by such features.

   3. Restrictions. You shall not:

      1. copy the Website or any part thereof, except as expressly permitted by these Terms of Service;

      2. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Website or any part thereof;

      3. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Website or any part thereof;

      4. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Website, including any copy thereof;

      5. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Website, or any features or functionality of the Services, to any third party for any reason, including by making the Website available on a network where it is capable of being accessed by more than one device at any time;

      6. send or store: (a) infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or which violates third party privacy rights; or (b) material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;

      7. remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Website; or

      8. access or use the Website, or any features or functionality of the Services, for purposes competitive with our business or for the purpose of benchmarking the Website or monitoring their availability.

   4. Reservation of Rights. No right, title or interest in or to the Website and their entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) is transferred to you, and we reserve all rights not expressly granted herein. Any use of the Website not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.

   5. Trademarks. You understand and agree that you shall have no right to use any of the IHRA Marks (defined below) for any purpose whatsoever without the prior written approval of IHRA, and such approval may be withheld in IHRA’s sole and absolute discretion. For purposes of these Terms of Service, “IHRA Marks” means the names, trademarks, service marks, logos, and other designations of origin of the IHRA and its Affiliates, and the logos and/or design elements that may accompany them. You acknowledge and agree that we own all rights, title, and interest in and to the IHRA Marks. All other names, logos, product and service names, designs, and slogans displayed on or through the Website are the trademarks of their respective owners.

   6. Release. YOU COVENANT NOT TO SUE OR MAKE OR ASSERT AGAINST ANY IHRA INDEMNIFIED PARTY ANY CLAIM OF INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT WITH RESPECT TO THE WEBSITE.

   Return to Top

7. Linking to Other Websites and Social Media Features

   1. You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

   2. We make this Website available to you only for your personal, noncompetitive business purposes.

   3. This Website may provide certain social media features that enable you to:

      1. Link from your own or certain third-party websites to certain content on this Website.

      2. Send e-mails or other communications with certain content, or links to certain content, on this Website.

      3. Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

   4. You may use these features solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

      1. Establish a link from any website that is not owned by you.

      2. Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking, or in-line linking, on any other site.

      3. Link to any part of the Website other than the homepage.

      4. Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Service.

   5. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.

8. Optional Tools.

   We may provide you with access to certain tools. You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional tools. Any use by you of optional tools offered through the site is entirely at your own risk and discretion. We may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources).

   Return to Top

9. Confidentiality.

   1. Definition. In connection with the Terms of Service and while accessing the Website, you may have access to certain non-public information, documents and materials relating to our business, irrespective of the form of communication (oral, written, electronic or otherwise) along with all notes, analyses, compilations, forecasts, data, translations, studies, memoranda, copies, extracts, reproductions or other documents that contain or otherwise reflect such information, documents and materials belonging to, or in which the supplier of the information has any rights or interest, project information (“Confidential Information”). Confidential Information shall include information, documents and materials related to pricing, rates, fees, or other similar information, training methods, business practices, plans, projections, trade secrets, account information, research information, accounting information, human resources and personnel information, marketing/sales information, third party contracts, licenses, audits, regulatory compliance information, and all intellectual property owned or licensed by us.

   2. Exclusions. The confidentiality obligations herein will not apply to any Confidential Information which: (a) is or becomes generally available to and known by the public (other than as a result of your non-permitted disclosure or other wrongful act, directly or indirectly); (b) is or becomes available to the you on a non-confidential basis from a source other than us; provided, however, that you had no knowledge that such source was, at the time of disclosure to you, bound by an obligation of confidentiality which was breached by the disclosure; and provided, further, that if you later become aware that the source did not have the right to disclose such information, you will use commercially reasonable efforts to restrict the future use and disclosure of the Confidential Information to be consistent with these Terms of Service; (c) has been or is hereafter independently acquired or developed by you or its representatives without reference to such Confidential Information and without otherwise violating these Terms of Service or any obligation of confidentiality to us; (d) was in your possession at the time of our disclosure to you without restriction as to confidentiality; or (e) is required (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to be disclosed by any governmental entity or pursuant to applicable law; provided, however, that you (i) use all commercially reasonable efforts to provide us with written notice of such request or demand as promptly as practicable under the circumstances so that we will have an opportunity to seek an appropriate protective order or other appropriate remedy, or waive compliance with the provisions of these Terms of Service, (ii) furnishes only that portion of the Confidential Information which is, in the opinion of your counsel, legally required and (iii) takes, and causes its representatives to take, all other reasonable steps necessary to obtain confidential treatment for any such Confidential Information required to be furnished.

   3. Confidentiality Obligations. You will use the Confidential Information of the information owner solely for the purpose of performing your obligations or exercising your rights under these Terms of Service, and not for any other purpose, including the purpose of competing with us. You will keep such Confidential Information confidential and will not disclose any Confidential Information to any third party without our prior written consent. You will exercise at least the same degree of care to safeguard the confidentiality of such Confidential Information as you do to safeguard your own proprietary confidential information of equal importance, but not less than a reasonable degree of care. You will disclose such Confidential Information only to your representatives who have a need to know the Confidential Information for the purpose of performing your obligations or exercising your rights under these Terms of Service. You will ensure, by instruction, contract, or otherwise, that such representatives comply with the provisions of these Terms of Service. You will be responsible in the event of any of your representatives’ breach of these Terms of Service. You will promptly notify us in the event that you or your representatives learn of any unauthorized use or disclosure of such Confidential Information and will promptly take all reasonable actions necessary to correct and prevent such use or disclosure.

   Return to Top

10. Privacy Notice.

    All information we collect or that you provide on or through the Website is subject to our Privacy Notice, the terms of which are hereby incorporated herein by reference. You consent to our use of any information provided in a manner consistent with our Privacy Notice.

    
    

11. Third-Party Links.

    The Website may link or contain links to other websites maintained by third parties. We do not operate or control, in any respect, or necessarily endorse the content found on these third-party websites. You assume sole responsibility for your use of third-party links. We are not responsible for any content posted on third-party websites or liable to you for any loss or damage of any sort incurred as a result of your dealings with any third-party or their website.

12. Warranty Disclaimer.

    YOU AGREE NOT TO RELY ON THE WEBSITE, ANY INFORMATION PROVIDED ON OR THROUGH THE WEBSITE, OR THE CONTINUATION OF THE WEBSITE. WE DO NOT WARRANT THAT ACCESS TO THE WEBSITE OR ANY SERVICES AVAILABLE ON OR THROUGH THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE WEBSITE OR ANY SERVICES AVAILABLE ON OR THROUGH THE WEBSITE. THE WEBSITE AND ANY SERVICES AVAILABLE ON OR THROUGH THE WEBSITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE WEBSITE, OR ANY ACTIVITIES OR ITEMS RELATED TO THESE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE HEREBY DISCLAIM ANY WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, USER’S SOLE AND EXCLUSIVE REMEDY AGAINST US WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION IS FOR USER TO DISCONTINUE USER’S USE OF THE WEBSITE OR ANY SERVICES AVAILABLE ON OR THROUGH THE WEBSITE.

    Return to Top

13. Limitation of Liability; Limitation on Claims.

    1. The IHRA Indemnified Parties (defined below) are not liable, and you agree not to hold any IHRA Indemnified Party responsible, for any damages or losses arising out of or in connection with these Terms of Service and/or use of the Website, including, without limitation:

       1. your use of or your inability to use the Website or any portion thereof;

       2. delays or disruptions in the Website;

       3. viruses or other malicious software obtained by accessing, or linking to, the Website;

       4. glitches, bugs, errors, or inaccuracies of any kind in the Website;

       5. damage to your hardware device from the use of the Website;

       6. the content, actions, or inactions of third parties’ use of the Website;

       7. a suspension or other action taken with respect to your Account;

       8. your reliance on the quality, accuracy, or reliability of ratings, recommendations, and feedback (including their content, order, and display), User Content, or metrics found on, used on, or made available through the Website; and

       9. your need to modify practices, content, or behavior or your loss of or inability to use the Website, as a result of changes to these Terms of Service.

    2. ADDITIONALLY, IN NO EVENT WILL ANY IHRA INDEMNIFIED PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES. THE CUMULATIVE LIABILITY OF ALL IHRA INDEMNIFIED PARTIES TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE AND/OR THE WEBSITE WILL NOT EXCEED THE LESSER OF: (A) $20; OR (B) ANY AMOUNTS PAID TO IHRA BY USER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE AND/OR THE WEBSITE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU BUT DO APPLY TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW.

    3. Any cause of action you may have arising out of or relating in any way to the Website or these Terms of Service must be commenced within one (1) year after the claim or cause of action accrues.

    Return to Top

14. Indemnification.

    1. You will indemnify, defend, and hold harmless us, and each of our respective subsidiaries, related entities and other affiliates of any of the foregoing, and each of their respective predecessors, successors and assigns, and each of their respective past, present or future, direct or indirect, officers, directors, governors, owners, members, managers, shareholders, partners, partnerships, principals, employees, volunteers, representatives, agents, and trustees (each a “IHRA Indemnified Party” and collectively the “IHRA Indemnified Parties”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Website by you or your agents, including any payment obligations or default incurred through use of the Website; (b) failure to comply with these Terms of Service; (c) failure to comply with applicable law by you or your agents; (d) negligence, willful misconduct, or fraud by you or your agents; and (e) defamation, libel, violation of privacy rights, unfair competition, or infringement of intellectual property rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 14, your agents include, without limitation, any person who has apparent authority to access or use your Account demonstrated by using your username and password.

    2. “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other user against a IHRA Indemnified Party.

    3. “Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by a IHRA Indemnified Party against you or a third party or other user.

Return to Top

15. Term and Termination.

    1. Term. The term of these Terms shall commence on the date on which you agree to be bound by these Terms (“Effective Date”) and shall continue until terminated as provided herein. Upon termination of these Terms for any reason, all rights granted to you shall immediately terminate, and you shall cease using the Website.

    2. Termination.

       1. Unless both we expressly agree otherwise in writing, we may, in our sole discretion, at any time, without explanation, upon written notice to you, terminate these Terms of Service. Upon termination of these Terms of Service, your right to use the Website is automatically revoked, and your Account will be closed.

       2. Without limiting the other rights or remedies available to us, we may, but are not obligated to, temporarily or indefinitely revoke or suspend your access to the Website, deny your registration, close your Account, or permanently revoke your access to the Website and refuse to provide any or all the Website to you if: (i) you breach the letter or spirit of any terms and conditions of these Terms of Service, as determined in our sole and absolute discretion; (ii) we suspect or become aware that you have provided false or misleading information to us or other users; or (iii) we believe, in our sole and absolute discretion, that your actions may cause legal liability for you, our users, or us; or (iv) your actions may be contrary to the interests of the Website, or the user community; or (v) your actions may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Website under the same Account or a different Account or re-register under a new Account without our prior written consent.

    3. Survival. After these Terms of Service terminate, the terms and conditions of these Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, protecting intellectual property, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after these Terms of Service have terminated. Without limiting any other provisions of the Terms, the termination of this Agreement for any reason will not release you from any obligations incurred prior to termination of these Terms of Service or that thereafter may accrue in respect of any act or omission prior to such termination.

Return to Top

16. Dispute Resolution; Arbitration; Class Action Waiver

    1. PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE CLAIMS WITH IHRA AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

    2. Any dispute, claim or controversy of any nature, including tort and statutory claims, among the parties in any way arising out of or relating to these Terms of Service, the Privacy Notice, data privacy, data security, and/or the Website (“Dispute”) shall be finally resolved by and through binding arbitration in accordance with the Federal Arbitration Act to the exclusion of any other Federal, state or municipal law of arbitration administered by the American Arbitration Association (“AAA”) by a sole arbitrator or in small claims court. If you are an individual, then the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for consumer Related Disputes then in effect will apply. If you are a business or legal entity other than an individual, then the arbitration will be administered by AAA in accordance with the AAA’s Commercial Rules then in effect. The AAA rules are available at www.adr.org. Notwithstanding the foregoing, in any conflict between the AAA’s rules and these Terms of Service, the Terms of Service will govern. Both the foregoing agreement of the parties to arbitrate any and all Disputes, and the results, determinations, findings, judgments and/or awards rendered through any such arbitration, shall be final and binding on the parties and may be specifically enforced by legal proceedings in any court of competent jurisdiction. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. THE ARBITRATOR CAN AWARD, ON AN INDIVIDUAL BASIS, THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING ATTORNEYS’ FEES).

    3. For any Dispute, the place of Arbitration shall be in Cincinnati, Ohio.

    4. The cost of the arbitration proceeding, including, without limitation, each party's attorneys' fees and costs, shall be borne by the unsuccessful party or, at the discretion of the arbitrators, may be prorated between the parties in such proportion as the arbitrators determine to be equitable and shall be awarded as part of the award.

    5. WAIVER OF CLASS OR CONSOLIDATED ACTIONS (“CLASS ACTION WAIVER”). YOU AGREE THAT YOU MAY ONLY BRING CLAIMS IN YOUR INDIVIDUAL CAPACITY ON YOUR OWN BEHALF, AND NOT IN ANY REPRESENTATIVE CAPACITY OR ON BEHALF OF ANY CLASS OR PURPORTED CLASS, AND NO PROCEEDINGS COMMENCED HEREUNDER MAY BE JOINED WITH OR INCLUDE ANY OTHER PARTIES, OR CLAIMS BY OTHER PARTIES (WHETHER REPRESENTATIVE, MASS, PRIVATE ATTORNEY GENERAL, OR CONSOLIDATED ACTION). To the extent permitted by law, each party agrees that this limitation includes, but is not limited to, precluding each party from pursuing any claim for public injunctive relief, whether in arbitration or court. If we believe that any claim you have filed is inconsistent with this limitation, then you agree that we may seek an order from a court determining whether your claim is within the scope of this class action waiver.

    6. RESTRICTIONS ON ARBITRATION: ALL DISPUTES, REGARDLESS OF THE DATE OF ACCRUAL OF SUCH DISPUTE, SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS. ANY DISPUTES YOU MAY HAVE AGAINST US OR ANY IHRA INDEMNIFIED PARTY, AND ANY OF THEIR AFFILIATES, SUBSIDIARIES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS, YOU HEREBY AGREE TO BIFURCATE AND ARBITRATE AGAINST THEM INDIVIDUALLY IN CINCINNATI, OHIO. YOU ARE WAIVING YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT, AND TO CERTAIN DISCOVERY AND OTHER PROCEDURES THAT ARE AVAILABLE IN A LAWSUIT. YOU AND IHRA AGREE THAT THE ARBITRATORS HAVE NO AUTHORITY TO ORDER CONSOLIDATION OR CLASS ARBITRATION OR TO CONDUCT CLASS-WIDE ARBITRATION PROCEEDINGS AND ARE ONLY AUTHORIZED TO RESOLVE THE INDIVIDUAL DISPUTES BETWEEN YOU AND ANY IHRA INDEMNIFIED PARTY AND THEIR AFFILIATES, SUBSIDIARIES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS. FURTHER, YOU WILL NOT HAVE THE RIGHT TO CONSOLIDATION OR JOINDER OF INDIVIDUAL DISPUTES OR ARBITRATIONS, TO HAVE ANY DISPUTE ARBITRATED ON A CLASS ACTION BASIS, OR TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION.

    7. THE VALIDITY, EFFECT, AND ENFORCEABILITY OF THE FOREGOING WAIVER OF CLASS ACTION LAWSUIT AND CLASS-WIDE ARBITRATION, IF CHALLENGED, ARE TO BE DETERMINED SOLELY AND EXCLUSIVELY BY THE STATE AND FEDERAL COURTS LOCATED IN CINCINNATI, OHIO.

    8. WITHOUT WAIVING THE RIGHT TO APPEAL SUCH DECISION, SHOULD ANY PORTION OF THIS SECTION 16 BE STRICKEN FROM THESE TERMS OF SERVICE OR DEEMED OTHERWISE INVALID OR UNENFORCEABLE, THEN THIS ENTIRE SECTION 16 (OTHER THAN THIS SENTENCE) SHALL BE STRICKEN FROM THESE TERMS OF SERVICE AND ANY AND ALL DISPUTES SHALL PROCEED IN THE STATE AND FEDERAL COURTS LOCATED IN CINCINNATI, OHIO AND BE DECIDED BY A JUDGE, SITTING WITHOUT A JURY, ACCORDING TO APPLICABLE COURT RULES AND PROCEDURES, AND NOT AS A CLASS ACTION LAWSUIT.

Return to Top

17. Miscellaneous.

    1. Waiver and Severability.

       1. No waiver by us of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

       2. In the event that any or any part of the Terms of Service contained in these Terms of Service shall be determined by any competent authority to be invalid, unlawful, or unenforceable to any extent, such Terms of Service shall to that extent be severed from the remaining Terms of Service which shall continue to be valid and enforceable to the fullest extent permitted by the applicable law.

    2. Entire Agreement.

       1. These Terms of Service and any document incorporated into them by reference, including, without limitation, the Privacy Notice, constitute the sole and entire agreement between you and IHRA with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

       2. No modification or amendment to these Terms of Service will be binding upon us unless in a written instrument signed by a duly authorized representative of IHRA or posted on or through the Website by us. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of these Terms of Service.

    3. Assignability. You may not assign these Terms of Service, or any of its rights or obligations hereunder, without our prior written consent in the form of a written instrument signed by a duly authorized representative of IHRA. We may freely assign these Terms of Service without your consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, these Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

    4. Force Majeure. We will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, epidemic, pandemic, national health emergencies, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations, or restrictions imposed by law, or any other similar conditions beyond the reasonable control of such party.

    5. Consent to Electronic Records. In connection with these Terms of Service, you may be entitled to receive certain records from us or our affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Website, you give us permission to provide these records to you electronically instead of in paper form.

    6. Governing Law. Your use of the Website and downloads from it, and the operation of these Terms of Service, shall be governed in accordance with the laws of the State of Ohio, without regard to conflict of law provisions other than those that would permit the application of Ohio law.

    Return to Top

18. Contact.

    1. Should you have questions or concerns about these Terms of Service or the Website, please contact us at Info@IHRA.com.

    2. Under California Civil Code Section 1789.3, California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (800) 952-5210.

Return to Top

14189763.6