Source of Sources Terms of Service

UNIVERSAL TERMS OF SERVICE

Effective Date: June, 2025

PLEASE READ THESE TERMS CAREFULLY AS THEY FORM AN AGREEMENT AND IMPACT A VISITOR, USER AND/OR CUSTOMER’S LEGAL RIGHTS.

These UNIVERSAL TERMS OF SERVICE are an agreement which sets forth the terms and conditions (collectively, the “UTOS”) governing the use of the website (www.sourceofsources.com) and/or mobile-optimized versions thereof, products, emails and services to which the UTOS are linked (collectively the “Website and Services”), all of which are owned or operated by Jessa and Waffle, LLC d/b/a Source of Sources, its parent, subsidiaries, affiliates and/or brands (collectively, the “Company”), and applies to any Website visitor’s use and/or purchase(s) of any products, software, applications, or other Services. The term “Website” also includes and is not limited to any subdomains of the Website and any content, code, data, services, products, features, or functionality made available from or through the Website. The Company reserves the right to and may change the UTOS from time to time, at any time, without notice to a visitor, user, or Customer, by posting such changes on the Website. By accessing and/or using the Website and Services, Customer indicates that Customer has read, understands, acknowledges, and agrees to be bound by the UTOS, along with the Privacy Policy, which is incorporated herein by reference.

USE OF THE WEBSITE AND/OR SERVICES CREATES A CONTRACT BETWEEN A VISITOR, USER, OR CUSTOMER, AND THE COMPANY, AND EACH HEREBY ASSENTS, ACCEPTS, AND AGREES TO BE BOUND BY THE UTOS AND AGREEMENTS (AS DEFINED HEREIN). PLEASE REVIEW THESE TERMS AND CONDITIONS CAREFULLY. IF A VISITOR, USER, OR CUSTOMER DOES NOT AGREE TO THE UTOS AND AGREEMENTS, DO NOT USE THE WEBSITE OR SERVICES.

Modifications to the Services, Website and/or Agreements.
1. Modifications at Any Time. The Company may, in its sole and absolute discretion, at any time, change or modify the UTOS, any Service, Service-related terms and conditions (“Service Terms”), and the Privacy Policy, all of which are hereby incorporated by reference, and such changes or modifications shall be effective immediately upon posting to the Website.
2. UTOS Controls. The UTOS, Service Terms, and Privacy Policy may be referred to collectively as the “Agreements.” Unless otherwise stated, capitalized terms shall have the meanings set forth in the UTOS or Privacy Policy. In the event of a conflict between the provisions of the UTOS and the terms in any Service Terms or Privacy Policy, the provisions of the UTOS shall control.
3. BY USING THE WEBSITE AND SERVICES, EACH VISITOR, USER, AND CUSTOMER ACCEPTS AND AGREES TO ABIDE BY THE AGREEMENTS AND REPRESENTS AND WARRANTS THAT EACH HAS THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THE AGREEMENTS INDIVIDUALLY OR ON BEHALF OF THE ENTITY THEY REPRESENT, AS THE CASE MAY BE. IF A VISITOR, USER, OR CUSTOMER DOES NOT AGREE TO THE AGREEMENTS, THEN THEY SHOULD NOT ACCESS OR OTHERWISE USE THE WEBSITE AND SERVICES.
4. Acceptance of Changes. A visitor, user, or Customer’s access to and/or use of the Website and/or Services after modifications have been made to any of the Agreements shall constitute such party’s acceptance of the Agreements as of the “Effective Date” stated at the top of each Agreement.
5. Notice of Changes. The Company may (but is not obligated to) notify Customer of changes or modifications to the Agreements by electronic mail or other methods. Thus, it is essential that the Customer keep Customer’s account information accurate and up to date. The Company assumes no liability or responsibility for Customer’s failure to receive any notification if such failure results from the Customer’s inaccurate account information.
6. Termination of Access. The Company, in its sole and absolute discretion, may terminate Customer’s access to an account or any of the Website or Services for Customer’s violation, threatened violation, or breach of any of the Agreements.
7. COMPANY RESERVES THE RIGHT TO MODIFY, CHANGE, OR DISCONTINUE ANY ASPECT OF THE WEBSITE, SERVICES, AND AGREEMENTS, INCLUDING, WITHOUT LIMITATION, PRICING OR FEES, AT ANY TIME, WITH OR WITHOUT NOTICE. Company reserves the right to cease offering or providing any of the Services or individual features, functionalities, or aspects of any Service at any time, for any reason or none at all, without prior notice. Although the Company makes a great effort to maximize the lifespan of all Services and features, functionalities, or aspects of the Services, there are times when a Service or specific feature, functionality, or aspect of a Service will be continued or reach its end-of-life (“EOL”). In either case, that Service, or the specific feature, functionality, or aspect of that product, will no longer be supported by the Company, in any way, effective on the EOL date. In the event that any Service reaches or will reach EOL, the Company will attempt to notify the Customer in advance of the EOL date. It is the Customer’s responsibility to take all necessary steps to replace the Service by migrating to a new Service before the EOL date (if available), or by entirely ceasing its reliance on such Service before the EOL date. Company will either offer a comparable Service (if possible) to migrate to for the remainder of the Term (as defined herein), a prorated credit, or a prorated refund, to be determined by the Company in its sole and absolute discretion. The Company may, with or without notice to the Customer, migrate Customer to the most up-to-date version of the Service, if available. The Customer agrees to take full responsibility for any and all loss or damage arising from any such migration. However, if the Service maintains a reasonably equivalent functionality without such feature, functionality, or aspect, as determined by the Company in its sole and absolute discretion, the Company will not be required to offer a comparable feature or functionality for the Service or a refund. The Company will not be liable to the Customer or any third party for any modification, suspension, or discontinuance of any Service or individual features, functionalities, or aspects of a Product offered, provided, or facilitated.
Ownership. All content included on the Website and within the Services (including the emails) are and shall continue to be the property of Company or its content suppliers and is protected under applicable copyright, patent, trademark, and other intellectual and proprietary rights. Any copying, redistribution, dissemination, recirculating, retransmitting, scraping, use or publication, in any form or manner, by a visitor, user or Customer of any such content or any part of the Website or Services (including, without limitation, the emails with the Queries), in any form or manner, directly or indirectly, including, without limitation, reproduction, dissemination, scraping, retransmission or recirculation, in any manner whatsoever, in whole or in part, (including without limitation, manually or via any form of automation, including artificial intelligence), is prohibited, except as expressly permitted in the Agreements. Under no circumstances will a visitor, user or Customer acquire any ownership rights or other interest in any content by or through use of the Website or Services.
Intended Audience. The Website and Services are intended for adults only. The Website and Services are not intended for any individual under the age of eighteen (18).
Authority to Contract.
1. Availability. The Services are available only to individuals or entities who can form legally binding contracts under applicable law. By signing up for and/or using the Services, Customer represents and warrants that Customer (or an entity’s representative) is at least eighteen (18) years of age; otherwise recognized as being able to form legally binding contracts under applicable law; and/or is not a person barred from purchasing or receiving the Services under the laws of the United States or other applicable jurisdiction.
2. Authority to Bind. If Customer enters into the Agreements as a representative or on behalf of a legal entity or third party that retains or may retain ownership in a Customer’s account, then Customer hereby represents and warrants that Customer has the legal authority to bind such legal entity or third party to the terms and conditions contained in the Agreements, in which case the term “Customer” shall refer to such entity or third party. If, after Customer’s electronic or other acceptance of the Agreements, Company finds that Customer does not have the legal authority to bind such entity or third party, Customer will be personally responsible for the obligations contained in the Agreements, including, but not limited to, any payment obligations. Company shall not be liable for any loss or damage resulting from Company’s reliance on any representation, instruction, notice, document or communication reasonably believed by Company to be genuine and originating from an authorized representative of Customer’s entity or third party. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Company reserves the right (but undertakes no duty) to require additional authentication from Customer. Company further reserves the right to suspend, cancel or terminate a Customer’s account in the event of a dispute of ownership of such an account or any Customer Content (as defined herein) between the claimed owner and a representative acting on behalf of an entity.
3. Customer Content. “Customer Content” is defined as content that is submitted to, stored on or distributed or disseminated by Customer, including queries, via the Services and also includes (but is not limited to) content of Customer’s website(s), customer(s) and/or user(s). Customer further agrees to be bound by the terms of the Agreements for all transactions entered into by Customer, anyone acting as Customer’s agent and anyone who accesses or uses the Customer’s account or the Services, whether or not authorized by Customer.
4. Voluntary Submissions. A visitor, user and/or Customer acknowledges and agrees that any submissions (i.e., telephone, email, posting, direct messaging/chat, etc.) to Company are entirely voluntary, do not establish a confidential relationship or obligate Company to treat such submission as confidential or secret, that Company has no obligation, either express or implied, to develop or use any submission, and no compensation is due for any intentional or unintentional use of any submissions, and that Company may be working on the same or similar content, it may already know of such content from other sources, it may wish to develop this (or similar) content on its own, or it may have taken or will take some other action. A visitor, user and/or Customer acknowledge and agree that Company may retain such submissions to collect information to enhance a visitor user and/or Customer experience.
Customer’s Account.
1. Customer Types: There are two types of Customers- bona fide journalists from various media outlets who post queries (“Queries”) to our Website seeking sources for topics that they are working on for commercial (not personal) uses (“Journalists”), and Sources who wish to provide bona fide information to Journalists in response to the Queries, which they receive as a result to Emails from Source of Sources, after they sign up via the website. See www.sourceofsources.com.
2. Account. To access some of the features of the Website or use some of the Services, Customer must create a Customer Account. The Customer represents and warrants to Company that all information Customer submits when Customer creates a Customer Account is accurate, current and complete, and that Customer will keep the Customer Account information accurate, current and complete. If Company has reason to believe that the Customer Account information or a proposed Query submitted by a Journalist is untrue, inaccurate, out-of-date or incomplete (including information as to the Journalist itself or the reason for proffering the Query), or otherwise violating, any of the terms and conditions of this UTOS, Company reserves the right, in its sole and absolute discretion, to suspend, cancel or terminate the Customer Account, refuse to post the Query, and/or ban the Customer from using any service provided by the Company, including, but not limited to, the receipt of the emails sent to Sources, and the posting of Queries, as well as any and all other remedies afforded by law. Customer is solely responsible for the activity that occurs on the Customer Account, whether authorized by Customer or not, and Customer must keep the Customer Account information secure, including without limitation all Customer number or login, password and payment method(s).
3. Action on Behalf of Third Party. If the Customer acts on behalf of a legal entity or third party, upon request by Company, Customer shall provide Company with any contact or other information related to the true owner of the relevant Customer Account, which may include providing a valid identification or other proof of authorization.
4. Unauthorized Access to Customer Account. Customer must notify Company immediately of any breach of security or unauthorized access or use of the Customer Account. Customer may be liable for any damages or loss Company or others incur caused by a breach of a Customer Account, whether caused by Customer or by an authorized person, or by an unauthorized person.
5. Loss from Unauthorized Access. Company will not be liable for any loss incurred due to any unauthorized use of a Customer Account. Customer may be liable for any loss Company or others incur, whether caused by Customer, or by an authorized person, or by an unauthorized person.
6. Denial of Service Attacks. If Customer or the Account is the initiator or target of a denial-of-service attack that adversely affects Company’s or a third party’s network, Company will terminate the Account without warning and Customer will be held responsible for any damages to Company and charges that may result from Customer’s action. Activities that attract denial-of-service attacks are expressly prohibited. Company will cooperate fully with all investigations (civil or criminal) of violations of systems or network security at other websites, including cooperating with law enforcement authorities in the investigation of suspected criminal violations. A visitor, user or Customer who violates Company’s systems or network security may incur criminal or civil liability. Company reserves the right to charge up to $500.00 USD per complaint to investigate such claims and charge such to Customer.
Protection of Customer Data.
1. Personal Data. The Company offers certain Services that may involve the processing of personal data about visitors, users and/or Customers (“Personal Data”) in the course of the use of the Website and Services (“Covered Data”). Personal Data, for the purpose of this Section, excludes any Customer Content. .
2. Data Privacy Roles. For the purposes of the DPA and the Standard Contractual Clauses attached to the DPA (when and as applicable), visitors, users and/or Customers (and applicable affiliates) are considered the Data Controller/Data Exporter. Visitor, user and/or Customer’s acceptance of the applicable terms of service governing Covered Data at the time of purchase of any Covered Data will also be treated as a visitor, user and/or Customer’s acknowledgement and acceptance of the DPA and its appendices (including the Standard Contractual Clauses and its appendices, as applicable). If a visitor, user and/or Customer wishes to print, sign and return a physical copy of the DPA, please send an email request to [email protected].
Customer’s Responsibilities.
1. Customer Content. Customer is solely responsible for the quality, accuracy, performance, and all other aspects of the Customer Content, including, without limitation, the Customer’s identity. The Journalist Customers represent and warrant that they are bona fide journalists using the service for professional or commercial, but not personal purposes. Source of Sources, however, does not represent or warrant, that such journalist is a) a bona fide journalist, or b) is using the Services for professional or commercial, but not personal, purposes. Similarly, Source of Sources does not represent or warrant the bona fides of any person who responds to a query, including, without limitation a Source, or the accuracy of any information or opinions provided by such respondent.
2. Customer Cooperation. Customer will cooperate fully with Company in connection with Company’s delivery and performance of the Services. Customer must provide any equipment or software that may be necessary for Customer to use the Services. Delays in Customer’s performance of its obligations under the Agreements will extend the time for Company’s performance of its obligations hereunder that depend on Customer’s performance on a day-to-day basis.
3. Customer’s Disclosures. Customer assumes full responsibility for providing any of its visitors, customers and/or end users with any required disclosure or explanation of the various features related to Customer Content and any goods or services described therein, as well as any rules, terms or conditions of use.
4. Customer Updates. Because the Services permit Customer to electronically transmit or upload content, such as Queries, Customer shall be fully and solely responsible for uploading, supplementing, modifying and updating the Customer Content.
5. Customer Content Compatibility. Customer is responsible for ensuring that the Customer Content and all aspects of the Customer Content are compatible with the hardware and software used by Company to provide the Services. Specifications for the hardware and software used by Company to provide the Services will be available on the Website, in the Customer Account, or should be requested by Customer. Company shall not be responsible for any damages to the Customer Content or other damages, or malfunctions or service interruptions caused by any failure of the Customer Content or any aspect of the Customer Content to be compatible or incompatible with the hardware and/or software used by Company to provide the Services.
6. Customer Content Backups. CUSTOMER IS SOLELY RESPONSIBLE FOR MAKING BACKUP COPIES OF ANY CUSTOMER CONTENT.
Customer’s Representations and Warranties.
1. Customer hereby represents and warrants to the Company, and agrees that during the Initial Term and any Term thereafter (as such terms are defined herein) that Customer will ensure that:
  1. Customer is and remains the legal owner or valid licensee of the Customer Content and each element thereof, and Customer has secured all necessary licenses, consents, permissions, waivers and releases for the use of the Customer Content and each element thereof, including without limitation, all copyrights, trademarks, logos, names and likenesses contained therein, without any obligation by Company to pay any fees, residuals, guild payments or other compensation of any kind to any person or third party;

1. 1. Customer’s use, publication, and display of the Customer Content will not infringe any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any person, or constitute a defamation, invasion of privacy or violation of any right of publicity or any other right of any person, including, without limitation, any contractual, statutory or common law right or any “moral right” or similar right however denominated;

1. 1. The Journalist Customers represent and warrant that they are bona fide journalists using the service for professional or commercial, but not personal purposes, and that they are who they say they are.

1. 1. Customer will comply with all applicable laws, rules, and regulations regarding the Customer Content and will use the Customer Content only for lawful purposes; and
  2. Customer has used and will continue to use its best efforts to ensure that the Customer Content is and will at all times remain free of all computer viruses, worms, Trojan horses, and/or other malicious code.
  3. Customer will comply with all of its obligations under the terms of this UTOS, including, without limitation, Sections 2, 3, 4, 5, 7, 10, 12, and 13.
2. Customer shall be solely responsible for the development, operation, and maintenance of Customer Content, electronic commerce activities, all products and services offered by Customer or appearing through Customer Content and for all contents and materials appearing online or on Customer’s products or within any services, including, without limitation:
  1. The accuracy and appropriateness of the Customer Content and content and material appearing it its store or on its products or services;
  2. Ensuring that the Customer Content and content and materials appearing in its store or on its products do not violate or infringe upon the rights of any person or third party; and
  3. Ensuring that the Customer Content and the content and materials appearing in Customer Content or electronic commerce activities, products and services offered by Customer are not defamatory or otherwise illegal. Customer shall be solely responsible for accepting, processing and filling customer orders and for handling customer inquiries and/or complaints. Customer shall be solely responsible for the payment or satisfaction of any and all taxes associated with Customer Content, its website(s) and electronic commerce activities.
3. In addition to transactions entered into by Customer or on Customer’s behalf, Customer agrees to be bound by the terms of the Agreements for transactions entered into on Customer’s behalf by anyone acting as Customer’s agent, and transactions entered into by anyone who uses Customer’s Account, whether or not the transactions were on Customer’s behalf.
Availability of the Services. Subject to the terms and conditions of the Agreement, Company shall use commercially reasonable efforts to attempt to provide the Website and Services on twenty-four (24) hours a day, seven (7) days a week basis. However, such up-time is not a guarantee. Customer understands, acknowledges and agrees that from time to time the Website and Services may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions, periodic maintenance, repairs or replacements that Company undertakes from time to time or causes beyond Company’s reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. Customer understands, acknowledges and agrees that Company has no control over the availability of the Website and Services on a “guaranteed” continuous or uninterrupted basis and that Company assumes no liability to Customer or any other party with regard thereto.
Content Monitoring; License to Company.
1. Pre-Screening. Company does not pre-screen or monitor Customer Content (whether posted to a website hosted by the Company or posted to the Website or otherwise transmitted to the Company, such as Queries). However, Company reserves the right (but undertakes no duty) to do so and decide whether any item of Customer Content is appropriate and/or complies with the Agreement.
2. License. Customer hereby grants to Company a non-exclusive, royalty-free, worldwide right and license during the Initial Term and any Term (as such terms are defined herein) thereafter to do the following to the extent necessary in the performance of the Products:
  1. Reproduce, copy, use, and distribute all and any portion of the Customer Content to the extent needed to provide and operate the Services;
  2. Digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform, and hyperlink to the Customer Content;
  3. Make archival or backup copies of the Customer Content (although the Company is not required to do so, as Customer is solely responsible for backing up any Customer Content, as provided in Section 7.6);
3. No Ownership Interest. Except for the rights expressly granted above, Company is not acquiring any right, title, or interest in or to the Customer Content, all of which shall remain solely with Customer, except that Company i) retains the ownership and all rights relating to the emails which it distributes to the Sources and ii) can assert any and all rights and remedies, as against any third parties and against any Customers, for violating the provisions of this UTOS, including, without limitation, Sections 2 and 13 hereof.
4. Company’s Rights. Company, in its sole discretion, reserves the right:
  1. To deny, cancel, suspend, transfer, or alter, modify, correct, amend, change, program, or take any other corrective action to protect the integrity and stability of the Services (including altering, modifying, correcting, amending, changing, programming, or taking any other corrective action regarding any malicious code, software, or related abusive activity, of the Customer Content and/or Website) and/or;
  2. To comply with any applicable laws, government rules, or requirements, requests of law enforcement, or to avoid any liability, civil or criminal.
5. Customer further agrees that the Company shall not be liable to Customer for any loss or damages that may result from any of the above prohibited conduct.
Term; Termination; Cancellation Policy.
1. Initial Term. The initial/introductory term of the Agreement shall be set forth in the Customer’s order confirmation and/or request to be a Source (the “Initial Term”). The Initial Term shall begin upon commencement of the Services. After the Initial Term, the Agreements shall automatically renew. The Initial Term and all successive renewal periods shall be referred to collectively as the “Term.”
2. Services Prohibited. Company may terminate the Agreements, without penalty, if the Services are prohibited by applicable law, or become impractical or unfeasible for any technical, legal, or regulatory reason, or as otherwise provided herein. Company will provide Customer as much prior notice as reasonably practicable under the circumstances.
3. Termination. Company may terminate the Agreements or restrict access to the Customer Account or access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately.
  1. In the event a Customer Account is suspended or terminated and Customer is logged into and/or can access the Customer Account, Company may terminate any Customer session within the Customer Account.
4. Improper Use. Company may immediately terminate the Agreements, without penalty or notice and without refund, if Company, in Company’s sole and absolute discretion or judgment, determines that Customer’s use of the Services or Customer Content violates any Company term or condition of the Agreements or Customer’s use of the Products disrupts, or in Company’s sole and absolute discretion or judgment, could disrupt the Company’s business operations or ability to provide the Services.
  1. Company may terminate a Customer’s access to the Website or Services if Company has reason to believe, in its sole judgment, Customer is a repeat offender of the Agreements.
  2. Company may terminate a Customer’s access to the Website or Services if Customer was previously terminated, suspended or canceled by Company for any reason.
5. Removal of Customer Data. If Company terminates Customer’s access to the Website or Services, Customer may, in its sole and absolute discretion, remove and destroy any data and files stored by Customer on Company’s servers.
6. Survival. Upon termination of the Agreements for any cause or reason whatsoever, neither party shall have any further rights or obligations under the Agreements, except as expressly set forth herein, provided however, the provisions of Sections 2, 5, 6, 7, 8, 10,11, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30 and 31 of shall survive the expiration or termination of for any cause or reason whatsoever, and, notwithstanding the expiration or termination of the Agreements, the parties shall each remain liable to the other for any indebtedness or other liability theretofore arising under the Agreements. Termination of the Agreements and retention of pre-paid fees and charges shall be in addition to, and not be in lieu of, any other legal or equitable rights or remedies to which Company may be entitled.
Conduct Towards Company. Company will protect the health, safety, and welfare of Company’s employees. Unprofessional conduct, threats, abusive language (including, but not limited to, disparaging remarks regarding the sex, race, religion, or sexual orientation of Company’s employees) and/or anything that could be considered hate speech in the course of Customer’s communications with Company will not be tolerated. Such conduct may result in the termination of communications and repeated offenses may result in the suspension, cancellation or termination of the Services and Customer Account, without any refund to Customer, as determined in Company’s sole and absolute discretion.
Property Rights.
1. License. Company hereby grants Customer a limited, non-exclusive, non-transferable, royalty-free license, exercisable solely during the Term of the Agreements, to use Company’s website and services solely for the purpose of accessing and using the Services. Customer may not use Company’s website or services for any purpose other than for accessing and using the Services. Except for the rights expressly granted herein, the Agreements do not transfer from Company to Customer any Company rights, titles, and interests in, or to any Company website or service, all of which shall remain solely with Company. Customer shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets related to the Services or Customer Account. No Customer, however, shall have the right to reproduce, disseminate, copy, scrape, recirculate, retransmit, republish, use, in any manner whatsoever, directly or indirectly (including without limitation, manually or via any form of automation, including artificial intelligence), in whole or in part, the content contained in the emails (including, but not limited to, the Queries) which the Company distributes as described in the Company’s website, www.sourceofsources.com.
2. Marks. Company owns all right, title and interest in and to the Services and Company’s trade names, trademarks, service marks, inventions, copyrights, trade secrets, patents, know-how and other intellectual property rights relating to the design, function, marketing, promotion, sale and provision of the Products and the related hardware, software and systems (collectively, the “Marks”). Nothing in the Agreements constitutes a license to Customer to use or resell the Marks.
3. Web Interface. Company’s web interface is proprietary to Company. Although Company does not protect either with compilation nor encryption, each is protected under trademark, copyright, trade secret and other laws. Customer shall not modify or distribute such proprietary materials in any fashion unless authorized in writing by Company. Under no circumstances will Company allow Customer to make any changes to any copyright notice and/or disclaimers related thereto. Requests for modification(s), including translating into other languages, addition of links or advertising, changes to menus, or customer-specific options, must be sent to the Company’s Legal department via the methods found at the Website. All such requests are subject to an approval process by Company but are not required to be granted. Changes for the benefit of a single customer which would cause more than one concurrent version of the software will not be considered.
Links to Third-Party Website. The Website and the Services may contain links to third-party websites that are not owned or controlled by Company. Company assumes no responsibility for such content, terms, and conditions, privacy policies, or practices of any third-party websites. In addition, Company does not censor or edit the content of any third-party website. By using the Website or Services, Customer expressly releases Company from any and all liability arising from Customer’s use of any third-party website. Accordingly, Company encourages Customer to be aware when Customer leaves the Website or Services to review the terms and conditions, privacy policies, and other governing documents of each other website that Customer may visit.
Disclaimer of Representations and Warranties.
1. CUSTOMER AGREES TO USE ALL SERVICES AND ANY INFORMATION OBTAINED THROUGH OR FROM COMPANY AT CUSTOMER’S OWN RISK. CUSTOMER ACKNOWLEDGES AND AGREES THAT COMPANY EXERCISES NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY FOR THE CONTENT OF THE INFORMATION PASSING THROUGH COMPANY’S HOST COMPUTERS, NETWORK HUBS AND POINTS OF PRESENCE OR THE INTERNET. CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT CUSTOMER’S USE OF THE WEBSITES AND SERVICES PROVIDED ON AN “AS-IS,” “AS AVAILABLE BASIS,” AND “WITH ALL FAULTS.”
2. COMPANY, ITS PARENT, SUBSIDIARY OR AFFILIATED CORPORATIONS, OR ANY OF ITS RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, AGENTS, ATTORNEYS, SUPPLIERS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR THE LIKE (EACH, A “COMPANY PERSON”) DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER STATUTORY, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE PRODUCTS OR ANY EQUIPMENT COMPANY PROVIDES. NO COMPANY PERSON MAKES ANY WARRANTIES THAT THE PRODUCTS WILL NOT BE INTERRUPTED OR ERROR FREE; NOR DO ANY OF THEM MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCT OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, PRODUCT, SERVICES OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES. COMPANY IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM CUSTOMER OR STORED BY CUSTOMER OR ANY OF CUSTOMER’S CUSTOMERS VIA THE SERVICES.
3. CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION, ITS CALL CENTER REPRESENTATIVES), AND THIRD-PARTY SERVICE PROVIDERS CONSTITUTE LEGAL OR FINANCIAL ADVICE OR CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THE WEBSITES OR SERVICES, AND CUSTOMER SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
4. THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THE AGREEMENTS OR CUSTOMER’S USE OF THE WEBSITES OR THE PRODUCTS.
Limited Warranty.
1. Company represents and warrants to Customer that the Services will be delivered or performed in a manner consistent with industry standards reasonably applicable to the performance thereof; at least at the same level of service as provided by Company generally to its other customers for the same Services; and in compliance in all material respects with the applicable Services’ descriptions. Customer will be deemed to have accepted the Services unless Customer notifies Company, in writing, within thirty (30) days after the delivery of the Services of any breach of the foregoing warranties. Customer’s sole and exclusive remedy, and Company’s sole obligation, for breach of the foregoing warranties shall be for Company, at its sole and absolute discretion, to re-perform the defective Services at no cost to Customer. Company may provision the Services from any of its data centers and may from time-to-time re-provision the Services from different data centers.
2. The foregoing warranties shall not apply to performance issues or defects in the Services caused by factors outside of Company’s reasonable control that resulted from any actions or inactions of Customer or any third parties or that resulted from Customer’s equipment or any third-party equipment not within the sole control of Company.
LIMITATION OF LIABILITY.
1. N NO EVENT SHALL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR ANY THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM THE ACCURACY, COMPLETENESS, OR CONTENT OF THE WEBSITES; THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE; THE PRODUCTS FOUND AT THE WEBSITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE WEBSITES; PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER; THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER; ANY UNAUTHORIZED ACCESS TO OR USE OF COMPANY’S SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN; ANY INTERRUPTION OR CESSATION OF PRODUCTS OR SERVICES TO OR FROM THE WEBSITES OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE WEBSITES; ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THE WEBSITES OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE; ANY CUSTOMER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE; AND/OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF CUSTOMER’S USE OF THE WEBSITE OR THE SERVICES FOUND AT THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENTS, CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES COMPANY’S MAXIMUM LIABILITY UNDER THE AGREEMENT FOR ANY DAMAGES, LOSSES, COSTS AND CAUSES OF ACTIONS FROM ANY AND ALL CLAIMS (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, QUASI-CONTRACT, STATUTORY OR OTHERWISE) SHALL NOT EXCEED THE ACTUAL DOLLAR AMOUNT PAID BY CUSTOMER FOR THE SERVICES WHICH GAVE RISE TO SUCH DAMAGES, LOSSES AND CAUSES OF ACTIONS DURING THE THREE (3)-MONTH PERIOD PRIOR TO THE DATE THE DAMAGE OR LOSS OCCURRED OR THE CAUSE OF ACTION AROSE.
3. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THE AGREEMENTS OR CUSTOMER’S USE OF THE WEBSITES OR SERVICES.
4. CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THE FOREGOING LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THE MATTER HEREIN AND FURTHER UNDERSTANDS THE TERMS OF THIS SECTION SHALL SURVIVE ANY TERMINATION OF THE AGREEMENTS.
5. The limitations contained in this Section apply to all causes of action in the aggregate, whether based in contract, tort or any other legal theory (including strict liability), other than claims based on fraud or willful misconduct. The limitations contained in Section shall not apply to Customer’s indemnification obligations.
6. Customer understands, acknowledges and agrees that if Company takes any corrective action under the Agreements because of an action of Customer or one of its other customers or a reseller, that such corrective action may adversely affect Customer’s customer or other reseller’s customers, and Customer agrees that Company shall have no liability to Customer, any of Customer’s customers or any reseller’s customer due to such corrective action by Company.
7. This Section reflects an informed, voluntary allocation between the parties of the risks (known and unknown) that may exist in connection herewith. The terms of this Section shall survive any termination of this Agreement.
8. A visitor, user or Customer may have additional rights under certain laws (including consumer laws) which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply, the exclusions or limitations in the Agreements that directly conflict with such laws may not apply.
Indemnification. Customer agrees to protect, indemnify, defend and hold harmless Company and its officers, directors, employees, agents, and third party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by Customer directly or indirectly arising from Customer’s use of and access to the Website or Services; Customer’s violation of any provision of the Agreements; any acts or omissions of Customer; and/or Customer’s violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of the Agreements or Customer’s use of the Website or Services.
Compliance With Local Laws. Company makes no representation or warranty that the content available on the Website or Services are appropriate in every country or jurisdiction, and access to the Website or Services from countries or jurisdictions where any content is deemed illegal is prohibited. Customers or Customer’s users who choose to access the Website or Services are responsible for compliance with all local laws, rules and regulations.
Independent Contractor. Other than set forth in the Agreements, Company and Customer are independent contractors, and nothing contained in the Agreements places Company and Customer in the relationship of principal and agent, partners or joint venturers. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party or to obligate or bind the other party in any manner whatsoever.
Governing Law; Jurisdiction. Any controversy or claim arising out of or relating to the Agreements, including the formation thereof or any claim based upon arising from an alleged tort, shall be governed by the substantive laws of the State of New York. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreements. ANY SUIT, ACTION OR PROCEEDING CONCERNING THE AGREEMENTS MUST BE BROUGHT IN A STATE OR FEDERAL COURT LOCATED IN THE STATE AND COUNTY OF NEW YORK, AND EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
Jurisdiction and Disputes.
1. Customer acknowledges and agrees that the Agreements are deemed to have been executed in New York, regardless of the Customer’s location.
2. Prior to the filing of any claim or lawsuit with respect to any dispute arising under the Agreements (other than a suit seeking injunctive relief as provided hereunder), the aggrieved party will request in writing the other party’s involvement in the negotiation of an amicable resolution. The parties will use their best efforts in good faith to arrange written communications, personal meetings and/or telephone conferences as needed and mutually convenient to the management personnel involved within thirty (30) days following the request for dispute resolution negotiations (the “Negotiation Period”), and no lawsuit will be commenced with respect to the dispute during such Negotiation Period. In the event pre-litigation negotiations are unsuccessful in the Negotiation Period, any dispute between the parties concerning the terms of the Agreements or performance under the Agreements shall be submitted and resolved by civil litigation in the state or federal court of the State and County of New York. The parties hereto consent to the jurisdiction of such state or federal court, and hereby waive any jurisdictional or venue defenses otherwise available to it.
3. CLASS ACTION WAIVER. CUSTOMER AGREES NOT TO CONSOLIDATE MORE THAN ONE PERSON’S CLAIM, AND MAY NOT OTHERWISE PRESIDE OVER OR PARTICIPATE IN ANY FORM OF A CLASS OR REPRESENTATIVE PROCEEDING OR CLAIMS (SUCH AS A CLASS ACTION, REPRESENTATIVE ACTION, CONSOLIDATED ACTION OR PRIVATE ATTORNEY GENERAL ACTION) UNLESS BOTH CUSTOMER AND COMPANY SPECIFICALLY AGREE IN WRITING TO DO SO. NEITHER CUSTOMER, NOR ANY OTHER MEMBER OF COMPANY CAN BE A CLASS REPRESENTATIVE, CLASS MEMBER, OR OTHERWISE PARTICIPATE IN A CLASS, REPRESENTATIVE, CONSOLIDATED OR PRIVATE ATTORNEY GENERAL PROCEEDING.
Headings. The headings used herein are for convenience only and are not part of the Agreements.
Entire Agreement; Amendments. The Agreements and documents incorporated herein by reference supersede all prior discussions, negotiations, and agreements between the parties with respect to the subject matter hereof, and the Agreements (unless specifically stated therein) constitute the sole and entire agreement between the parties with respect to the matters covered hereby. In case of a conflict between the Agreements, any Order, any purchase order, service order, work order, confirmation, correspondence or other communication of Customer or Company, the terms and conditions of the Agreements shall control. No additional terms or conditions relating to the subject matter of the Agreements shall be effective unless approved in writing by an authorized representative of Customer and Company. The Agreements may not be modified or amended except by another agreement in writing executed by the parties hereto; provided, however, that the Agreements may be modified from time to time by Company in its sole discretion, which modifications will be effective upon posting to the Website or in the Customer Account.
Severability. All rights and restrictions contained in the Agreements may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render the Agreements illegal, invalid or unenforceable. If any provision or portion of any provision of the Agreements shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.
Notices. All notices and demands required or contemplated hereunder by one party to the other shall be in writing and shall be deemed to have been duly made and given upon date of delivery if delivered by email, in person or by an overnight delivery or postal service, or upon the expiration of five days after the date of posting if mailed by certified mail, postage prepaid, to the address numbers set forth below or in Customer’s Account. Company may give written notice to Customer via electronic mail, direct message, short message, short messaging service or chat to the Customer’s electronic mail address as maintained in the Customer Account.
Waiver. No failure or delay by any party hereto to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any party preclude any other or further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by any party hereto to any breach of or default in any term or condition of the Agreements shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof.
Limitation of Actions. No action, regardless of form, arising by reason of or in connection with the Agreements may be brought by either party more than two years after the cause of action has arisen.
Force Majeure. Neither party is liable for any default or delay in the performance of any of its obligations under the Agreements (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party’s reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, epidemics, pandemics, government order, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.
No Third-Party Beneficiaries. Except as expressly provided in the Agreements, nothing in the Agreements shall be deemed to confer any third-party rights or benefits.
Government Regulations. Customer may not export, re-export, transfer or make available, whether directly or indirectly, any regulated item or information to anyone outside the United States in connection with the Agreements without first complying with all export control laws and regulations which may be imposed by the United States government and any country or organization of nations within whose jurisdiction Customer operates or does business.
Translation. The Agreements are written in English (USA). Company may, but is not obligated to, translate the terms into other languages. To the extent any translation is provided, it is provided for convenience purposes only, and in the event of a conflict between a translated version of the Agreements and the English (USA) version, the English (USA) version will control. Where a translated version is required to be provided by law such is to be considered binding in which both language versions shall have equal validity; each visitor, user or Customer acknowledges that each has reviewed both language versions and each is substantially the same in all material respects; and in the event of any discrepancy between any versions, the translated version may prevail.
Contact Information. If the Customer has any questions about the Agreements, please contact the Company by email or regular mail at the following address:

Jessa and Waffle, LLC d/b/a Source of Sources

350 West 42nd St.

New York, NY 10036

Att: Peter Shankman

[email protected]

With a copy to:

Jerry S. Goldman, Esquire

Anderson Kill P.C.

7 Times Square, 15^th Floor

New York, NY 10036

[email protected]

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