TERMS OF USE

  • Summitas LLC (herein referred to as "Summitas" "we," "us" or "our") provides and makes available this web site and all associated services available through the web site (the "Services") and all materials, documents, data, information and other content (the "Content") available through this web site (such, Internet web site, the Services and Content, referred, collectively, as the "Site") pursuant to the terms and conditions of this Terms of Use agreement and all other policies, notices and disclosures displayed on the Web Site (collectively, the "Agreement").

    1. Acceptance of the Terms of Use.

    Thank you for visiting the Site. Before using the Site and/or any Services please review this Agreement and the Privacy Policy. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND THAT YOU AGREE WITH ALL TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT RESERVATION.

    You understand and agree that we may change this Agreement at any time. You may read a current, effective copy of this Agreement at any time by selecting the Terms of Use link on the Site. If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing and using this Site or to cancel your subscription to the Service.

    2. Registration and Your Responsibilities.

    2.1 Registration Information. In order to access and use the Services you must provide Summitas with accurate, complete and true information about yourself as required (your "Registration Information") in order to create an account (your "Account"). You are responsible for maintaining the confidentiality of your username and password and for keeping your password secure and restricting access to your computer. You may be required to change your password from time to time.

    2.2 Types of Users. The use of our Site is available to a range of users, as described below:

    Site Visitors: "Site Visitors" are users who browse our Site but do not register and/or subscribe to the Services.
    Registered Users: "Registered Users" are users who have registered at the Site but have not subscribed to the Services. Registered Users will have limited use of the Site but will not have a digital office nor will they have an ability to comment to blogs and/or forums.
    Private Access Users: "Private Access Users" are users who have registered, subscribed to and paid for the Private Access Services. Private Access Users have access to a personal digital office and the ability to view Site content, blogs and forums.
    Private Office Users: "Private Office Users" are users who have registered, subscribed to and paid for the Private Office Services. Private Office Users have access to a family digital office, along with a personal digital office and the ability to view as well as comment to Site content, blogs and forums.
    Users: “Users” shall be defined as Private Access and Private Office Users.

    2.3 Privacy and your Personal Information. For information about our privacy policy and data protection practices, please read our Privacy Policy, which is hereby incorporated into this Agreement. This policy explains how we treat your personal information when you access the Site and use the Service. The policy may be updated from time to time at our discretion. Changes will be effective upon posting to the Site.

    2.4 User Responsibility. You are responsible for all activity occurring under your account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, without limiting the generality of the foregoing. You shall: (i) maintain the confidentiality of your username and password; (ii) ensure that you exit from your Account at the end of each session; (iii) notify Summitas immediately of any unauthorized use of any password or account or any other known or suspected breach of security; and (iv) not impersonate another individual or provide false identity information to gain access to or use the Service. Notwithstanding the above, Summitas may rely on the authority of anyone accessing your account or using your password and you shall be responsible for all activity occurring under your user name and password.

    2.5 Special Terms Regarding the Digital Vault. Users may have access to a digital vault that may be used for storing various documents and other information as further described at www.summitas.com/info/security ("Security and Privacy"). The Digital Vault will be protected by encryption technology. At the time of registering for access to the Digital Vault, Users will be required to select one of the following options regarding the recovery of the passphrase used to protect access to the Digital Vault: (i) the user may elect to keep the passphrase totally private and not even Summitas will have access to the passphrase; (ii) Summitas will store an encrypted version of the passphrase; and (iii) Summitas will auto-generate a passphrase so that the user never needs to do so. Of these three options, option (i) is the most secure. HOWEVER, PLEASE BE AWARE THAT YOU ARE RESPONSIBLE FOR THE OPTION YOU SELECT AND THE RESULTS OF THAT SELECTION. SUMMITAS SHALL NOT HAVE ANY RESPONSIBILITY FOR THE OPTION THAT YOU SELECT AND/OR THE RESULTS THEREOF. BY WAY OF EXAMPLE ONLY AND WITHOUT LIMITING THE FOREGOING, PLEASE NOTE THAT IF YOU SELECT OPTION (I) AND LOSE YOUR PASSPHRASE, THE INFORMATION STORED IN YOUR DIGITAL VAULT WILL NOT BE RECOVERABLE. SIMILARLY, IF YOU OBTAIN A PASSPHRASE AND/OR LOGIN CREDENTIALS AND FAIL TO PROTECT THIS INFORMATION, SUMMITAS CANNOT AND WILL NOT BE LIABLE FOR ANY ACCESS TO YOUR DIGITAL VAULT BY A THIRD PARTY. IN ANY EVENT, SUMMITAS CANNOT AND WILL NOT BE LIABLE FOR ANY LOSSES AND/OR DAMAGES RELATED TO YOUR USE OF AND/OR INABILITY TO USE THE DIGITAL VAULT, INCLUDING, WITHOUT LIMITATION, YOUR INABILITY TO ACCESS AND RECOVER INFORMATION STORED IN THE DIGITAL VAULT. YOU EXPRESSLY ACKNOWLEDGE AND AGREE TO THESE TERMS.

    3. Proper Use.

    In using the Site and/or the Services, you agree that you will not:

    (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way;
    (ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein;
    (iii) modify or make derivative works based upon the Services or the Content;
    (iv) create Internet "links" to the Services or "frame" or "mirror" any Content on any other server or wireless or Internet-based device;
    (v) reverse engineer the Services and/or access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service;
    (vi) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third-party privacy rights; and/or
    (vii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs.

    Any unauthorized use by you shall automatically terminate all rights granted to you hereunder.

    4. Intellectual Property.

    4.1 Content. You agree that Summitas owns or has a license to the Site, the Services and all Content posted or otherwise made available by Summitas on the Site and/or through the Services.

    The Content may be protected by copyright under U.S. or foreign laws. Accordingly, you agree that you will not copy, reproduce, alter, modify, or create derivative works from the Content. Subject to the terms and conditions of this Agreement, Summitas hereby grants you a non-exclusive, non-transferable, worldwide limited license to access and use the Site solely for your own internal purposes. All rights not expressly granted to you are reserved by Summitas and its licensors. Notwithstanding the foregoing, if Summitas has a license to Content, your license to such Content is limited to the rights therein held by Summitas. You agree that you will use the Site and Content only as expressly permitted under this Agreement. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any Content from the Site.

    This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Site, the Services Contact and/or any other intellectual property or Summitas.

    4.2 Trademarks. The trademarks, service marks, and logos of Summitas used and displayed on this Site are registered and unregistered trademarks or service marks of Summitas ("Summitas Trademarks"). Other logos product and service names displayed on the Site may be trademarks or service marks owned by third parties (the "Third-Party Trademarks,” and, with the Summitas Trademarks, collectively the "Trademarks"). Nothing on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Site without the prior written consent of Summitas specific for each such use. The Trademarks may not be used to disparage Summitas or the applicable third-party, Summitas’ or third party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless Summitas, in advance, in writing, approves the establishment of such a link. All goodwill generated from the use of any Summitas Trademark shall inure to the benefit of Summitas.

    4.3 Copyright Complaints. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Summitas infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA: see http://www.loc.gov/copyright for details. Notices and counter-notices with respect to our Site should be sent to:

    By Mail:
    Summitas, LLC
    335 Madison Avenue
    Suite 1432
    New York, New York  10017
    Attn: Legal Department
    Or Electronically:
    Please visit our Contact us page


    5. Third Party Products, Services and Content and External Links.

    Some information made available on or through the Site is provided by third parties ("Third Party Content"). The inclusion or appearance of Third Party Content on the Site does not indicate any approval or endorsement by Summitas of such Third Party Content. Summitas is not responsible for, and hereby disclaims any and all liability that may arise from Third Party Content.

    When you access and use the Site, you may receive information about, including, without limitations, advertisements for third-party products and services. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings are solely between you and such advertiser. You agree that we are not responsible nor shall we be liable for loss or damage of any sort incurred as a result of any such dealings or as the result of the presence of such advertiser on the Site.

    The Site contains links to third-party web sites ("External Sites"). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others.

    We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk. You should contact the site administrator or Webmaster of those External Sites if you have any concerns regarding the External Sites.

    6. User Submissions

    6.1 Submissions Policy. By posting to the Site or otherwise transmitting comments, pieces, ideas or other information in any form including visual or audio data (collectively referred to as the "Submissions") to us, you agree that you are responsible for each Submission you make, and for any consequences thereof. You agree that you will use the Site in compliance with all applicable local, state, national and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence and all United States export control law.

    To provide a forum where ideas can be shared in a productive and safe environment, you agree NOT to:

    (i) Post any private information, or otherwise harvest, collect or disclose information, about another without his or her express consent;
    (ii) Post any content to the Site that is unlawful, racist, hateful, libelous, defamatory, obscene or that intentionally discriminates against or harasses particular individuals or groups;
    (iii) Post any content to the Site that infringes any third party’s intellectual property or other rights;
    (iv) Use the Site for any unlawful purpose, or transmit or otherwise make available in connection with the Site any material that would give rise to criminal or civil liability;
    (v) Use the Site for advertisements, chain letters, spam, survey solicitations, junk mail or solicitations;
    (vi) Impersonate any person or entity, including any Summitas employees, or falsely state or otherwise misrepresent your affiliation with any person or entity;
    (vii) Imply that Summitas endorses any of your statements or positions;
    (viii) Take any action that imposes an unreasonable load on the server;
    (ix) Use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site,
    (x) Attempt to decipher, decompile, disassemble or reverse-engineer any of the software comprising or making up the Site; and/or
    (xi) Delete or alter any material posted by any other person or entity.

    6.2 Representations and Warranties. You represent and warrant to Summitas that:

    (i) you have full power and authority to enter into this agreement;
    (ii) your Submissions are original to you or you have obtained all permissions, releases, rights or licenses required to grant the rights and assignment granted herein without obtaining any further releases or consents;
    (iii) your Submissions do not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy, or publicity, or other personal or proprietary right, and do not contain any matter that is defamatory; and
    (iv) you are eighteen (18) years of age or older.

    7. Billing and Payment of Fees.

    7.1 Fees. As consideration for the rights granted under this Agreement, you shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable (the "Subscription Fees").

    7.2 Billing Information and Payment Method. You agree to provide Summitas with complete and accurate billing and contact information. Upon registration for the Service, you must provide Summitas with your Registration Information. In addition, you must provide Summitas with a valid debit or credit card and/or arrange for payment with another approved payment mechanism, such as Paypal and/or Google Wallet ("Payment Method"). If a credit or debit card is the Payment Method, you must also provide your authorization to bill such debit or credit card as a condition to signing up for the service. You agree to update your Registration Information and Payment Method within thirty (30) days of any change to it. If the Registration Information or Payment Method you have provided is false or fraudulent, Summitas reserves the right to terminate your access to the Service immediately without prior notice to you, in addition to any other legal remedies.

    7.3 Payment Terms. Upon registration for the Service, Summitas will begin billing your Payment Method for Subscription Fees on a monthly basis plus any applicable tax. Summitas charges and collects in advance for use of the Service. All payment obligations are noncancelable and all amounts paid are nonrefundable. Your term of service ("Term") will commence upon payment of the Subscription Fees.

    Automatic Renewal. Upon the expiration of the Term, Summitas will automatically renew your account and bill your Payment Method. Summitas will give you thirty (30) days written notice as to any changes in the Subscription Fees, which shall be effective upon renewal and thereafter. Summitas will continue to bill your Payment Method on a monthly basis for your subscription plan until you cancel. You may cancel your Subscription at any time upon written notice to Summitas, provided, however, that you acknowledge and agree that you shall not be entitled to any refund for the amount of time remaining on your subscription.

    Billing Errors. If you believe your invoice is incorrect, you must contact us in writing within sixty (60) days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

    8. Suspension and Termination.

    8.1 Suspension for Non-Payment. Summitas reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). In addition, delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged Subscription Fees during any period of suspension. Summitas reserves the right to impose a reconnection fee in the event you are suspended and thereafter pay all amounts due under your account. You agree and acknowledge that Summitas has no obligation to retain any data you input to the

    Site and that such User Data may be irretrievably deleted if your account is 60 days or more delinquent.

    8.2 Termination for Non-Payment. If you fail to pay Subscription Fees, Summitas, in its sole discretion, may terminate your password, account or use of the applicable Services and/or all of the Services in the event that you fail to pay all outstanding Subscription Fees when due. If Summitas initiates termination under this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Billing and Payment of Fees section above. You agree that Summitas may charge such unpaid fees to the Payment Method you provided.

    8.3 Termination for Breach. This Agreement (and therefore your license granted herein) shall terminate automatically and immediately upon failure to comply with any of the limitations or requirements described in Section 3 of this Agreement. No notice shall be required for Summitas to effectuate such termination.

    8.4 Termination for Any Reason. In addition, Summitas reserves the right to terminate these Terms of Use and discontinue access to the Service at any time for any reason upon posting notice thereof on the Site.

    9. Indemnification.

    You shall indemnify, defend and hold Summitas, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees and agents (collectively, the "Summitas Parties") harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with your use of the Site and Services: (i) a claim alleging that use of the User Data infringes the rights of, or has caused harm to, a third party; (ii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Summitas (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Summitas of all liability and such settlement does not affect Summitas’ business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

    10. Disclaimer of Warranties.

    THE SUMMITAS PARTIES MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF WEBSITE, SERVICES AND/OR CONTENT. NONE OF THE SUMMITAS PARTIES REPRESENT OR WARRANT THAT (A) THE USE OF WEBSITE AND/OR THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE WEBSITE, ALL SERVICES AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY THE SUMMITAS PARTIES.

    IF YOU USE THE DIGITAL VAULT FEATURE FOR STORING DOCUMENTS, DATA AND OTHER INFORMATION (COLLECTIVELY, THE "STORED DOCUMENTS"), YOU ACKNOWLEDGE AND AGREE THAT YOU WILL BE RESPONSIBLE FOR ENSURING THE SECURITY AND CONFIDENTIALITY OF YOUR USER NAME AND PASSWORD AS WELL AS ANY PASSPHRASES THAT MAY BE USED TO PROTECT PARTICULAR STORED DOCUMENTS. SUMMITAS CANNOT AND WILL NOT BE RESPONSIBLE AND/OR LIABLE FOR ANY ACCESS TO YOUR STORED DOCUMENTS RESULTING FROM YOUR FAILURE TO PROTECT YOUR USER NAME, PASSWORD AND/OR PASSPHRASE. IN ADDITION, WHEN USING THE DIGITAL VAULT, YOU WILL HAVE THE OPTION AS TO WHETHER OR NOT YOU WISH TO HAVE YOUR PASSPHRASE (DECRYPTION KEY) STORED WITH SUMMITAS. IF YOU ELECT NOT TO STORE YOUR PASSPHRASE WITH SUMMITAS, YOU ACKNOWLEDGE AND AGREE THAT IF YOU LOSE, MISPLACE AND/OR FORGET YOUR PASSPHRASE, SUMMITAS WILL NOT BE ABLE TO RECOVER THE STORED DOCUMENTS THAT HAD BEEN PROTECTED BY SUCH PASSPHRASE. WHILE SUMMITAS TAKES STEPS TO ENSURE THE PROPER OPERATION OF THE SITE, INCLUDING WITHOUT LIMITATION, THE DIGITAL VAULT FEATURE, THE SITE MAY SUFFER FROM FAILURES, DELAYS, ATTACKS AND OTHER PROBLEMS THAT RESULT IN A LACK OF ACCESS TO, DELAYED ACCESS TO, UNAUTHORIZED ACCESS TO AND DISCLOSURE OF AND/OR DESTRUCTION OF STORED DOCUMENTS. SUMMITAS CANNOT AND WILL NOT BE RESPONSIBLE AND/OR LIABLE FOR ANY OF THE FOREGOING.

    THE SITE AND SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. NONE OF THE SUMMITAS PARTIES IS RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

    11. Legal Disclaimer

    The information provided on our web site is offered purely for informational and educational purposes only and does not reflect the opinion of Summitas and its related entities. While it is based on professional advice, published experience and expert opinion, it does not represent a recommendation as to any particular action, and does not constitute the legal or expert advice of Summitas and should not be relied upon as such. Summitas does not accept any responsibility or liability related to decisions made based on the views expressed and outlined in such opinions. 

    Summitas:

    1. Makes no express or implied warranties or representations of any kind regarding any of the information contained on summitas.com;
    2. Disclaims all liability of any kind for the content of any information transmitted to or received by any individual or entity in connection with such individual or entity's use of www.summitas.com; and
    3. Does not endorse or recommend in any way any such information.

    THE MATERIALS FOUND AT SUMMITAS.COM ARE GENERALIZED AND MAY NOT BE APPLICABLE IN ALL STATES. IF LEGAL ADVICE OR OTHER EXPERT OPINION IS SOUGHT, YOU SHOULD CONSULT AN ATTORNEY, OR OTHER PROFESSIONAL, FOR INDIVIDUAL ADVICE REGARDING YOUR OWN SITUATION. WE MAY CHANGE OR UPDATE INFORMATION CONTAINED ON THIS WEB SITE, WITHOUT NOTICE, TO REPRESENT RECENT DEVELOPMENTS IN A PARTICULAR AREA. RESPONSES AND INQUIRIES TO OUR WEB SITE ARE WELCOME; HOWEVER, SUCH INFORMATION PROVIDED BY OUR USERS IS NOT CONSIDERED PRIVILEGED OR CONFIDENTIAL. THE MATERIALS FOUND AT SUMMITAS.COM ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

    Although it is our intention to make every attempt to keep this information current, we do not promise or guarantee that the information is correct, complete or up-to-date. Consequently, Internet subscribers and online readers should not act based upon this information without seeking professional counsel and performing their own due diligence prior to making any investment decisions.

    12.  Limitation of Liability.

    IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE SUMMITAS PARTIES EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL THE SUMMITAS PARTIES BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SITE AND/OR SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SITE AND/OR SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE WEBSITE AND/OR SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

    13. Miscellaneous.

    13.1 Choice of Law. This Agreement is governed by the internal substantive laws of the State of New York, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of New York, New York. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of Summitas to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against Summitas unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Summitas and you, this Agreement constitutes the entire Agreement between you and Summitas with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

    13.2 User Must Comply with Applicable Laws. For purposes of this Agreement, the Site is controlled and operated by Summitas from New York, New York and it is not intended to subject Summitas to the law or jurisdiction of any country or territory. We make no claims concerning whether the Site may be downloaded, viewed or be appropriate for use outside of the United States. If you access the Site from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

    13.3 Export Controls. The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Site to countries or persons prohibited under the export control laws. By accessing the Site, you are expressly agreeing that you are not in a country where such access is prohibited or are a person or entity for which such access is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export or re-export of the Site.

    13.4 Modification of Terms. Summitas reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

    13.5 Assignment; Change of Control. This Agreement may not be assigned by you without the prior written approval of Summitas but may be assigned without your consent by Summitas to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Summitas directly or indirectly owning or controlling 50% or more of you shall entitle Summitas to terminate this Agreement for cause immediately upon written notice.

    13.6 Notice. Summitas may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Summitas’ account information, or by written communication sent by first class mail or pre-paid post to your address on record in Summitas’ account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Summitas (such notice shall be deemed given when received by Summitas) at any time by any of the following:

    By Mail:
    Summitas, LLC
    335 Madison Avenue
    Suite 1432
    New York, New York  10017
    Attn: Legal Department
    Or Electronically:
    Please visit our Contact us page

    13.7 Questions or Additional Information. If you have questions regarding this Agreement or wish to obtain additional information, please fill out a form on our Contact page.

    Last updated September 23, 2019