Terms of Use

The Terms of Use (this “Agreement”) is agreed to between National Headache Foundation (“NHF”) and you, or, if you represent an entity or other organization, that entity or organization (in either case “You”).  NHF offers an online website located at http://www.headaches.org (the “Web Site”). The Web Site provides end users (“Users”) with the ability to access information, data, and other content, including the ability to donate to NHF and to share content (“Content”) to other Users related to headaches (collectively, the “Services”).

PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCESSING OR USING THE WEB SITE, CONTENT, OR SERVICES, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THIS AGREEMENT, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT.  IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, NHF IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE WEB SITE, CONTENT, OR SERVICES AND YOU MUST NOT ACCESS OR USE THE WEB SITE, CONTENT, OR SERVICES.  IF YOU ACCESS OR USE THE WEB SITE, CONTENT, OR SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT.

This Agreement includes the terms and conditions below and the current privacy policy, located at http://www.headaches.org/privacy-policy/ (the “Policy”) relating to the Web Site.  You are responsible for compliance with this Agreement.

Unless You later enter into any other agreements with NHF regarding the Web Site, Content, or Services, this Agreement is the complete and exclusive agreement between You and NHF regarding Your access to and use of the Web Site, Content, and Services.  This Agreement supersedes any prior agreement or proposal, oral or written, and any other communications between You and NHF relating to Your use of the Web Site, Content, or Services as a User of the Web Site.

  1. DEFINITIONS. Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States.
  2. TERM. This Agreement is entered into as of the earlier of the date You access or use the Web Site, Content, or Services (the “Effective Date”) and will continue until terminated as set forth herein.
  3. MODIFICATIONS. NHF reserves the right, at any time, to modify the Web Site, Content, or Services, with or without notice to You, by making those modifications available on the Web Site.  NHF also reserves the right, at any time, to modify the terms of this Agreement.  NHF will inform You of the presence of any changes to this Agreement by posting those changes on the Web Site or by providing You with notice through the Web Site.  Any modifications will be effective immediately upon posting on the Web Site or delivery of such notice through the Web Site.  You may terminate this Agreement as set forth below if You object to any such modifications.  However, You will be deemed to have agreed to any and all modifications through Your continued use of the Web Site, Content, or Services following such notice.
  4. ELIGIBILITY. The Web Site, Content, and Services are intended for use by individuals 13 years of age and older.  If You are a parent or guardian of a child under 13, then You may allow Your child to access the Web Site, Content, or Services only under Your direct supervision.  You will not allow Your child to access the Web Site, Content, or Services other than under Your direct supervision and You will be solely responsible for all access to and use of the Web Site, Content, or Services by Your child.  If You are 13 or older but younger than 18, then You may access and use the Web Site, Content, and Services only if Your parent or guardian accepts this Agreement on Your behalf.  If You are a parent or guardian agreeing to this Agreement for the benefit of a child age 13 or older but under 18, then You agree You will be solely responsible for all access to and use of the Web Site, Content, or Services.
  5. ACCOUNTS.
    • 5.1 Users. You are permitted to access certain Content and Services without establishing a user account on the Web Site (a “User Account”), provided that You have agreed to this Agreement.  However, access to certain Content and Services requires that You establish a User Account on the Web Site.  Approval of Your request to establish a User Account will be at the sole discretion of NHF.  Each User Account and the user identification and password for each User Account (the “User Account ID”) is personal in nature.  Each User Account is for Your personal use and each User Account ID may be used only by You alone.  You may not distribute or transfer Your User Account or User Account ID or provide a third party with the right to access Your User Account or User Account ID.  You are solely responsible for all use of the Web Site, Content, and Services through Your User Account.  You will ensure the security and confidentiality of Your User Account ID and will notify NHF immediately if Your User Account ID is lost, stolen, or otherwise compromised.  You are fully responsible for all liabilities and damages incurred through the use of Your User Account or under Your User Account ID (whether lawful or unlawful) and any transactions completed through Your User Account or under Your User Account ID will be deemed to have been lawfully completed by You.
    • 5.2 Account Registration. In connection with establishing a User Account, You will be asked to submit certain information about Yourself (“Registration Information”).  You agree that: (a) all Registration Information You provide will be accurate, complete, and current; and (b) You will maintain and promptly update Your Registration Information to keep it accurate, complete, and current.  You may not: (a) use or input Registration Information of another person with the intent to impersonate that person; and (b) use or input Registration Information that NHF, in its sole discretion, deems offensive.
  6. YOUR CONTENT.
    • 6.1 License to Your Content. You are solely responsible for all data, information, and other content (such as text, audio, video, photographs, illustrations, graphics, testimonials, and other media), including any stories, images, or other information that you share on the Web Site (collectively, “Your Content”).  As between You and NHF, You retain ownership of Your Content.  You grant NHF and its service providers a nonexclusive, royalty-free (unless otherwise agreed), perpetual, irrevocable, and fully sublicensable (including, without limitation, to Users and other third parties) right to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display (“Use”) Your Content in connection with the provision, operation, promotion, and improvement of the Service and in furtherance of the mission of NHF, including for marketing purposes, campaign and policy development projects, and to generate information that may not by itself be reasonably associated with, linked to, or used to individually identify You or someone else (“Non-Personal Information”).  You agree that we may Use, distribute, publicly perform, publicly display, and transmit such Non-Personal Information for any purpose in connection with the mission of NHF, including for marketing purposes and campaign and policy development projects.  In addition, You specifically authorize us to publish and disclose your name, email, and any other personal information you submit in connection with Your Content.  You agree that we are not responsible for how third parties may Use Your Content or Your personal information once it is publicly shared according to these terms.  NHF is not responsible or liable for any deletion, correction, destruction, damage, loss or failure to store, restore or back-up any of Your Content.
    • 6.2 Representations and Warranties of Your Content. Do not submit Your Content and grant us permission to share such content unless You have the right to grant NHF a license to Your Content.  You represent and warrant that none of Your Content or the Use of Your Content by NHF: (a) violates this Agreement, the Policy, or any requirements under applicable laws, rules, and regulations (“Laws”); (b) is libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (c) constitutes an infringement, misappropriation, or violation of the IPR (as defined below) or other rights of any third party; (d) is illegal in any way or advocates illegal activity; (e) is an advertisement or solicitation of goods or services (unless You have entered into a separate advertiser agreement with NHF); (f) is false, misleading or inaccurate; or (g) is or could be considered junk mail, spam, a part of a pyramid scheme, a disruptive commercial message or disruptive advertisement.
  7.  ACCESS.
    • 7.1 To the Web Site. Subject to Your compliance with this Agreement, NHF will permit You to access and use the Web Site, Content, and Services solely for lawful purposes and only in accordance with the terms of this Agreement and any other agreement You agree to with NHF before being given access to any specific aspects of the Web Site.  Any additional agreement is in addition to this Agreement and will govern Your use of the portions of the Web Site to which the additional agreement applies in the event of a conflict between the terms of this Agreement and the additional agreement.
    • 7.2 To Other Users. The Web Site may allow You to link, connect, or otherwise communicate with other Users through the Web Site.  By linking, connecting, or communicating with other Users, You are agreeing to allow those Users to communicate directly with You through the Web Site.  You agree that You are solely responsible for all communications between You and any other User through the Web Site.  Your extension or acceptance of a link, connection, or other communication with another User will serve as Your affirmative “opt in” to the disclosure of any of Your Content or other data or information (which may include Your personal information) that You provide to that other User.
    • 7.3 To Content. Unless otherwise noted on the Web Site, all Content available through the Web Site, including all text, audio, video, photographs, illustrations, graphics, testimonials, and other media, is owned by NHF, the Users providing Content, or NHF’s other third party providers.  You represent and warrant that You will comply with the Policy as to all Content available through the Web Site.  All Content is provided for informational purposes only and You are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for Your use of any Content.  Subject to Your compliance with this Agreement, You may access the Content solely for Your own personal and noncommercial purposes in connection with Your own use of the Web Site and Services.  NHF has not verified the accuracy of, and will not be responsible for any errors or omissions in any Content.  Because NHF does not control Your Content, You acknowledge and agree that NHF is not responsible for any of Your Content.  NHF makes no guarantees regarding the accuracy, currency, suitability, or quality of any Content on the Web Site, and NHF assumes no responsibility for any Content on the Web Site.  Your interactions and transactions with other NHF Users are solely between You and such User.  You agree that NHF will not be responsible for any loss or damage incurred as the result of any such interactions.  If there is a dispute between You and any other User, NHF is under no obligation to become involved.
    • 7.4 To Third-Party Services. The Web Site may provide You with the choice to access certain Services developed, provided, or maintained by other third-party service providers (“Third Party Services”).  In addition to the terms of this Agreement, Your access to and use of any Third Party Services is also subject to any other agreement You may agree to before being given access to the Third Party Services (each, a “Third Party Service Agreement”).  The terms of any Third Party Service Agreement (which may include payment of additional fees) will apply to the applicable Third Party Services provided under that Third Party Service Agreement in addition to the terms of this Agreement, but will not apply to any other Services You may access through NHF.  Except as set forth in this Agreement, the terms of any Third Party Service Agreement will control in the event of a conflict between the terms of this Agreement and that Third Party Service Agreement.
  8. CLINICAL TRIALS. NHF has compiled the information available via this Web Site from information published at ClinicalTrials.gov and provides this information to inform Users about clinical trials that may be related to headaches and migraines (“Clinical Trials”).  By accessing Clinical Trials information, You agree and acknowledge that listing of a study on this Web Site does not indicate an endorsement by NHF and that NHF is not responsible for any such information on Clinical Trials, or any other content available via ClinicalTrials.gov, including its accuracy, validity, or suitability for Your use for any purpose. NHF makes no representations or warranties regarding the Clinical Trials.  You expressly agree that You will consult a trusted healthcare professional before volunteering for a Clinical Trial.
  9. TERMINATION. This Agreement may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under this Agreement.  Upon termination or expiration of this Agreement for any reason: (a) all rights and licenses granted to You under this Agreement will terminate; (b) You will immediately cease all use of and access to the Web Site and all Content and Services (including, without limitation, all Content You obtained prior to termination or expiration); and (c) NHF may, in its sole discretion, delete Your User Account and any of Your Content held by NHF.  Sections 1 (Definitions); 6 (Your Content); 8 (Clinical Trials); 11 (Web Site Technology); 12 (Ownership); 13 (Representations and Warranties); 14 (Indemnity); 15 (Limitation on Liability); 16 (Data Privacy); 18 (Disputes); 19 (Governing Law and Venue); 20 (Notices); 21 (Linked Sites); and 22 (Additional Terms) will survive any expiration or termination of this Agreement.
  10. SUSPENSION. Without limiting NHF’s right to terminate this Agreement, NHF may also suspend Your access to Your User Account and the Web Site or any Content or Services (including Your Content), with or without notice to You, upon any actual, threatened or suspected breach of this Agreement or applicable Law or upon any other conduct deemed by NHF, in its sole discretion, to be inappropriate or detrimental to the Web Site, Services, NHF, or any other User or third party.
  11. WEB SITE TECHNOLOGY. The Web Site, and the databases, software, hardware and other technology used by or on behalf of NHF to operate the Web Site, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of NHF.  You will not, and will not permit any third party to: (a) access or attempt to access the Technology except as expressly provided in this Agreement; (b) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (c) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter the Technology; (d) harvest, collect, gather, or assemble information or data regarding other Users, including e-mail addresses, without their consent; (e) alter, modify, reproduce, create derivative works of the Technology; (f) alter, obscure or remove any copyright, trademark, or any other notices that are provided on or in connection with the Technology; (g) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Your rights to access or use the Technology, or otherwise make the Technology available to any third party; (h) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (i) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (j) interfere with the operation or hosting of the Technology; or (k) introduce software or automated agents or scripts to the Technology so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, deep link, or mine Content from the Technology (except that NHF grants the operators of public search engines revocable permission to use spiders to copy materials for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials).
  12. OWNERSHIP. NHF retains all right, title, and interest, including, without limitation, all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights (“IPR”), in and to the Technology and any additions, improvements, updates and modifications thereto.  You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your ability to access the Web Site, Content, and Services under this Agreement.  The NHF name, logo, and all product and service names associated with the Web Site, Content, and Services are trademarks of NHF and its licensors and third party providers and You are granted no right or license to use them.
  13. REPRESENTATIONS AND WARRANTIES.
    • 13.1 Mutual. Each party hereby represents and warrants to the other party that: (a) it has the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding legal obligation on behalf of such party; and (c) it has the legal right and authority to perform its obligations under this Agreement and to grant the rights and licenses described in this Agreement.
    • 13.2 Compliance with Laws. You acknowledge that the Web Site is a general purpose online service and is not specifically designed to facilitate compliance with any specific Law. You acknowledge that You will access and use the Web Site in compliance with all Laws applicable to You, Your Content and any other Content You may access through the Web Site.  NHF is not responsible for notifying You of any such Law, enabling Your compliance with any such Law, or for Your failure to comply.  You represent and warrant to NHF that Your Content and Your use of and access to the Web Site, including any Content or Services, will comply with all applicable Laws and will not cause NHF itself or any other User or third party to violate any applicable Laws.
    • 13.3 No Warranties; Disclaimer. THE WEB SITE, CONTENT, AND SERVICES (INCLUDING ANY INFORMATION ON CLINICAL TRIALS) ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NHF AND ITS SERVICE PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, OR ADEQUACY OF THE WEB SITE OR ANY CONTENT OR SERVICES AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED IN THE CONTENT (INCLUDING ANY INFORMATION ON CLINICAL TRIALS) OR OTHER DATA, INFORMATION, THAT MAY BE PROVIDED THROUGH THE WEB SITE.  NHF AND ITS SERVICE PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE WEB SITE, CONTENT, SERVICES (INCLUDING ANY INFORMATION ON CLINICAL TRIALS) AND OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NHF, ITS EMPLOYEES, OR SERVICE PROVIDERS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 13.NHF AND ITS SERVICE PROVIDERS MAKE NO WARRANTY THAT (a) THE WEB SITE WILL MEET YOUR REQUIREMENTS, (b) THE WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEB SITE WILL BE ACCURATE OR RELIABLE, (d) THE QUALITY OF ANY CONTENT OR SERVICES OBTAINED BY YOU THROUGH THE WEB SITE WILL MEET YOUR EXPECTATIONS, (e) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED, OR (f) ANY INFORMATION ON CLINICAL TRIALS WILL MEET ANY OF YOUR REQUIREMENTS.  ANY CONTENT OR SERVICES DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEB SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.  THE WEB SITE IS NOT DESIGNED OR INTENDED FOR USE IN SITUATIONS WHERE FAILURE COULD LEAD TO SIGNIFICANT BODILY HARM OR DEATH, IN HAZARDOUS ENVIRONMENTS, OR IN ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS.

      ANY CONTENT AVAILABLE ON OR THROUGH THE WEB SITE IS FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR THE PROFESSIONAL JUDGMENT OF A HEALTH CARE PROFESSIONAL. NEITHER THE CONTENT NOR ANY OTHER SERVICE OFFERED BY OR THROUGH THE WEB SITE IS INTENDED TO BE SUBSTITUTED FOR MEDICAL DIAGNOSIS OR TREATMENT.  NHF DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC DRUGS, TESTS, CLINICAL TRIALS, PHYSICIANS, PRODUCTS, PROCEDURES, OPINIONS, “OFF-LABEL” DRUG USES OR OTHER INFORMATION THAT MAY BE MENTIONED ON THE WEB SITE.  YOUR RELIANCE UPON ANY INFORMATION OBTAINED OR USED BY YOU IS SOLELY AT YOUR OWN RISK.

  1. INDEMNITY. You hereby agree to indemnify, defend, and hold harmless NHF and its officers, directors, shareholders, affiliates, employees, agents, service providers, contractors, assigns, users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation (“Claim”) against any Indemnified Party arising in any manner from: (a) Your access to or use of the Web Site, or any Content or Services; (b) Your Content or any access to or use thereof; (c) Your collection, use, and disclosure of any User Content; (d) Your violation of applicable Laws; and (e) Your breach of any representation, warranty, or other provision of this Agreement.  NHF will use reasonable efforts to provide You with notice of any such claim or allegation, and NHF will have the right to participate in the defense of any such claim at its expense.
  2. LIMITATION ON LIABILITY. NHF AND ITS SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE WEB SITE, CLINICAL TRIALS, CONTENT, OR SERVICES, EVEN IF NHF OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF YOUR CONTENT, OPPORTUNITY, REVENUES, PROFITS OR REPUTATION, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE CONTENT, GOODS OR SERVICES.  NHF’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ALL CONTENT AND SERVICES PROVIDED UNDER THIS AGREEMENT OR THROUGH THE WEB SITE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $10.  YOU AGREE THAT NHF WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.  IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, NHF’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
  3. DATA PRIVACY. You expressly consent to the use and disclosure of Your personal information and other data and information as described in the Policy.  Notwithstanding anything in the Policy, NHF will have the right to collect, extract, compile, synthesize, and analyze non-personal information (data or information that does not identify an entity or natural person as the source thereof) resulting from Your access to and use of the Web Site, Services, or Content.  To the extent any such non-personal information is collected or generated by NHF, the data and information will be solely owned by NHF and may be used by NHF, or its permitted service providers, for any lawful business purpose without a duty of accounting to You, provided that the data and information is used only in an aggregated form, without directly identifying You or any other entity or natural person as the source thereof.
  4. CLAIMS OF INFRINGEMENT. NHF respects Your copyrights and other intellectual property rights and those of other third parties.  If You believe in good faith that Your copyrighted work has been reproduced on the Web Site without Your authorization in a way that constitutes copyright infringement, You may notify our designated copyright agent by mail to:

National Headache Foundation,

ATTN: Copyright Agent
820 N. Orleans, Suite 201
Chicago, IL 60610-3131

Please provide the following information to NHF’s Copyright Agent: (a) the identity of the infringed work, and of the allegedly infringing work; (b) Your name, address, daytime phone number, and email address, if available; (c) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (d) a statement that the information in the notification is accurate and, under penalty of perjury, that You are authorized to act on behalf of the owner; and (e) Your electronic or physical signature.  NHF will take whatever action, in its sole discretion, it deems appropriate, including removing the allegedly infringing work from the Web Site.

  1. DISPUTES. Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section.  If any Dispute cannot be resolved through negotiations between the parties within five days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration of the American Arbitration Association (“AAA”) then in effect (the “Rules”).  Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules.  The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties.  If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules.  The arbitration will be conducted exclusively in the English language at a site specified by NHF in the State of Illinois, U.S.A.  The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator.  The award of the arbitrator will require payment of the costs, fees, and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party.  Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof.  Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
  2. GOVERNING LAW AND VENUE. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Illinois, U.S.A., as such laws apply to contracts between residents of Illinois without regard to conflict of laws provisions thereof.  Subject to Section 18 (Disputes), each party will bring any action or proceeding arising from or relating to this Agreement exclusively in a federal or state court in the State of Illinois, U.S.A., and You irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by NHF.
  3. NOTICES. Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to NHF by postal mail to the address for NHF listed on the Web Site.  NHF may provide You with any notices required or allowed under this Agreement by sending You an email to any email address You provide to NHF in connection with Your User Account, provided that in the case of any notice applicable both to You and other Users of the Web Site, NHF may instead provide such notice by posting on the Web Site.  Notices provided to NHF will be deemed given when actually received by NHF.  Notice provided to You will be deemed given 24 hours after posting to the Web Site or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.
  4. LINKED SITES. The Web Site, Content, or Services may contain links to third-party sites or content that are not under the control of NHF.  If You access a third-party site or content from the Web Site or Services, then You do so at Your own risk and NHF is not responsible for any content on any linked site.  You may establish a link to the Web Site, provided that the link does not state or imply any sponsorship or endorsement of Your site by NHF or any group or individual affiliated with NHF.  You may not use on Your site any Content or marks appearing on the Web Site in establishing the link.  You may not frame or otherwise incorporate into another site the content or other materials on the Web Site without prior written consent.
  5. ADDITIONAL TERMS. Unless otherwise amended as provided herein, this Agreement will exclusively govern Your access to and use of the Web Site, Content, and Services, and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Your access to and use of the Web Site, Content, and Services.  Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties.  All waivers by NHF under this Agreement must be in writing or later acknowledged by NHF in writing.  Any waiver or failure by NHF to enforce any provision of this Agreement on one occasion will not be deemed a waiver by NHF of any other provision or of such provision on any other occasion.  If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force.  The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal.  You agree that each of NHF’s service providers shall be considered a third party beneficiary of the above provisions, with all rights to enforce such provisions as if a service provider were a party to this Agreement.  Neither this Agreement nor any rights or obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of NHF.  Any assignment in violation of the foregoing will be null and void.  NHF may assign this Agreement to any party that assumes NHF’s obligations hereunder.  The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.  Any reference herein to “including” will mean “including, without limitation.”  Upon request from NHF, You agree to provide NHF with such documentation or records with respect to Your activities under this Agreement as may be reasonably requested for NHF to verify Your compliance with the terms of this Agreement and all applicable Laws.
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