Terms

0. Introduction; Your Agreement to these Terms of Service.

 

Welcome to the Ares Galaxy content management and file download platform consisting of the web sites located at aresgalaxy.io and other web sites, services, software applications and networks owned or controlled by Ares Galaxy that allow for the authorized download, distribution, and sharing of digital content over the Internet (the “Ares Galaxy Platform”). The Ares Galaxy Platform includes software that enables the downloading, viewing and distribution of digital content (the “Ares Galaxy Application”).

The following Terms of Service for the Ares Galaxy Platform is a legal contract between you, either an individual subscriber, customer, member, or user of at least 18 years of age or a single entity (“You” or, collectively, “Users”), and Ares Galaxy regarding Your use of the Ares Galaxy Platform.

PLEASE READ CAREFULLY THE FOLLOWING TERMS OF SERVICE. BY REGISTERING FOR, ACCESSING, BROWSING, DOWNLOADING OR USING THE ARES  GALAXY PLATFORM (INCLUDING THE ARES GALAXY APPLICATION), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY ADDITIONAL POLICIES AND FUTURE MODIFICATIONS (COLLECTIVELY, THE “TERMS”). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE ARES GALAXY PLATFORM.

1. Eligibility.

The Ares Galaxy Platform is not available to persons under the age of 18 or to any users previously suspended or removed from the Ares Galaxy Platform by Ares Galaxy.

BY CLICKING THE “I AGREE” BUTTON OR BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE ARES GALAXY PLATFORM, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE ARES GALAXY PLATFORM.

IF YOU ARE USING OR OPENING AN ACCOUNT WITH ARES GALAXY ON BEHALF OF A COMPANY, ENTITY, OR ORGANIZATION (COLLECTIVELY, A “SUBSCRIBING ORGANIZATION”) THEN YOU REPRESENT AND WARRANT THAT YOU: (I) ARE AN AUTHORIZED REPRESENTATIVE OF THAT SUBSCRIBING ORGANIZATION WITH THE AUTHORITY TO BIND SUCH ORGANIZATION TO THESE TERMS; (II) HAVE READ THE FOREGOING TERMS; (III) UNDERSTAND THESE TERMS, AND (IV) AGREE TO THESE TERMS ON BEHALF OF SUCH SUBSCRIBING ORGANIZATION.

The minimum system requirements for viewing content downloaded from the Ares Galaxy Platform are:

Operating System: Microsoft Windows XP Home Edition (SP2 or greater), Microsoft Windows XP Professional Edition (SP2 or greater), Microsoft Windows XP Media Center Edition (SP2 or greater), Microsoft Windows XP Tablet PC Edition (SP2 or greater), Microsoft Windows Vista Home Basic, Microsoft Windows Vista Home Premium, Microsoft Windows Vista Ultimate, Microsoft Windows Vista Business, or Microsoft Windows Vista Enterprise. Commercial Content that is protected with Digital Rights Management is not compatible with Macintosh operating systems or with Linux operating systems.

Hardware: A PC with at least a 1 Gigahertz processor, 256 Megabytes of RAM.

2. Incorporation by Reference.

2.1  Privacy Policy.  Your privacy is important to Ares Galaxy. Ares Galaxy’sPrivacy Policy is hereby incorporated into these Terms by reference. Please read this policy carefully for information relating to Ares Galaxy’s collection, use, and disclosure of Your personal information. In the case of any inconsistency between these Terms of Service and any other document that has been incorporated by reference herein, these Terms of Service shall control.

3. Individual Features and Services.

When using the Ares Galaxy Platform, You will be subject to any additional posted policies, guidelines or rules applicable to specific services and features which may be posted from time to time (the “Rules”). All such Policies are hereby incorporated by reference into these Terms.

4. Modification of these Terms; Modification of Fees.

Ares Galaxy reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to the Ares Galaxy Platform. Please check these Terms and any Policies periodically for changes. Your continued use of the Ares Galaxy Platform after the posting of changes constitutes Your binding acceptance of such changes. Except as stated elsewhere, such amended Terms or fees will automatically be effective thirty (30) days after they are initially posted on the Ares Galaxy Platform. Additionally, Ares Galaxy may notify You of changes through the Ares Galaxy Platform’s messaging system or other means.

5. Digital Millennium Copyright Act.

It is Ares Galaxy’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. For more information, please go to Ares Galaxy’s Copyright information page and DMCA Notification Guidelines. Ares Galaxy reserves the right to terminate without notice any User’s access to the Ares Galaxy Platform if that User is determined by Ares Galaxy to be a “repeat infringer.” In addition, Ares Galaxy accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.

6. Ares Galaxy Platform License Grant.

6.1 License Grant to Upload.  Subject to Your compliance with the terms and conditions set out in this Terms of Service, Ares Galaxy hereby grants to You a personal, limited, non-exclusive, non-transferable, freely revocable license to use the Ares Galaxy Platform for the uploading and distribution of Your authorized content, (“Uploader Submissions”).

6.2 License Grant to Download.  Subject to Your compliance with the terms and conditions set out in this Terms of Service, Ares Galaxy hereby grants to You a personal, limited, non-exclusive, non-transferable, freely revocable license to use the Ares Galaxy Platform to download content from the Ares Galaxy Platform.

6.3 Reservation of Rights.

Ares Galaxy reserves all rights not expressly granted in this Terms of Service.

6.4 Automatic Updates.

You acknowledge that Ares Galaxy shall be permitted to automatically issue upgraded versions of the Ares Galaxy Platform and, accordingly, may upgrade the version of the Ares Galaxy Platform that You are using or have installed on Your computer. You hereby agree that Your computer may automatically request and receive such upgrades or updates from Ares Galaxy’s servers.

6.5 Platform Operation.

In an effort to better Your and other end users’ user experience and make the distribution of content more efficient, when You are on-line, the Ares Galaxy Application may transmit or share content on your computer system with other users of the Ares Galaxy Platform that have requested such content. You hereby acknowledge and consent to the sharing and downloading of content as described herein and agree that the Ares Galaxy Platform may send commands to your computer in order to facilitate the downloading of content and to share content between you and other end-users. Further, you hereby grant permission for the Ares Galaxy Application to use the processor and bandwidth of your computer for the limited purpose of facilitating the transfer or exchange of digital content and communications between users and Ares Galaxy as well as between users and each other, in either case, through the Ares Galaxy Platform in order to facilitate the functioning of the Ares Galaxy Platform.

6.6 Control and Use of Your Computer.

You represent and warrant to Ares Galaxy that You own the computer to which You are downloading the Ares Galaxy Application, or that You have the legal right to control the use of that computer. You agree to ensure that any other person whom You permit to use any part of the Ares Galaxy Platform will do so in accordance with these Terms of Service. You must delete any copies of the Ares Galaxy Application from the computer if You sell the computer, or if You cease to have the legal right to control use of the computer.

6.7 Prevention of Unauthorised Use.

Ares Galaxy reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorised use of the Ares Galaxy Platform, including, but not limited to, technological barriers, IP mapping, and directly contacting Your Internet Service Provider (ISP) regarding such unauthorised use.

6.8 Ares Galaxy Application Upgrades.

Each Update will be deemed a part of the Ares Galaxy Application and will be subject to these terms.

7.Uploader Submissions Representations and Warranties.

You are solely responsible for Your Uploader Submissions and the consequences of posting or publishing them. By uploading and publishing Your Uploader Submissions, You affirm, represent, and warrant that: (1) You are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize Ares Galaxy and Ares Galaxy’s Users to use and distribute Your Uploader Submissions as necessary to exercise the licenses granted by You in Section 7 and in the manner contemplated by Ares Galaxy and this Terms of Service; (2) Your Uploader Submissions do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; and (3) Your Uploader Submissions do not contain any viruses, adware, spyware, worms, or other malicious code or any content or file that provides a method to access to potentially infringing content outside of the Ares Galaxy Platform. Violators of these third-party rights may be subject to criminal and civil liability. Ares Galaxy reserves all rights and remedies against any Users who violate this Terms of Service.

8. Prohibited Conduct.

BY USING THE Ares Galaxy PLATFORM YOU AGREE NOT TO:

  • use the Ares Galaxy Platform for any purposes other than (i) to disseminate or receive original or appropriately licensed content, or (ii) to access the Ares Galaxy Platform as such services are offered by Ares Galaxy;
  • rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein or any Materials (as defined in Section 12, below);
  • post, upload, or distribute any defamatory, libellous, or inaccurate content;
  • post, upload, or distribute any Uploader Submissions or other content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;
  • impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Ares Galaxy Platform accounts of others without permission, forge another persons’ digital signature, misrepresent the source, identity, or content of information transmitted via the Ares Galaxy Platform, or perform any other similar fraudulent activity;
  • delete indications or notices regarding the copyright or other proprietary rights on the Ares Galaxy Platform any third party content;
  • make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the Ares Galaxy Platform. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;
  • use the Ares Galaxy Platform for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
  • defame, harass, abuse, threaten or defraud Users of the Ares Galaxy Platform, or collect, or attempt to collect, personal information about Users or third parties without their consent, or use the content on the Ares Galaxy Platform for any commercial use, it being understood that the content available on the Ares Galaxy Platform is for personal, non-commercial use only;
  • use the Ares Galaxy Platform if You are under the age of eighteen (18) years old;
  • remove, circumvent, disable, damage or otherwise interfere with security-related features of the Ares Galaxy Platform or Uploader Submissions, features that prevent or restrict use or copying of any content accessible through the Ares Galaxy Platform, or features that enforce limitations on the use of the Ares Galaxy Platform or Uploader Submissions;
  • intentionally interfere with or damage operation of the Ares Galaxy Platform or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;
  • take any action that may undermine our content rating and comment system (such as displaying, importing or exporting information off the Ares Galaxy Platform, using information on the Ares Galaxy Platform for purposes unrelated to the Ares Galaxy Platform, or improperly manipulating or using the ratings and comment system);
  • manipulate the price of any item or interfere with other User’s listings;
  • take any action that imposes or may impose (in Ares Galaxy’s sole discretion) an unreasonable or disproportionately large load on Ares Galaxy’s infrastructure;
  • interfere or attempt to interfere with the proper workings of the Ares Galaxy Platform or any activities conducted on the Ares Galaxy Platform;
  • bypass robot exclusion headers or other measures Ares Galaxy may use to prevent unauthorised access to the Ares Galaxy Platform;
  • upload or post any Uploader Submissions that contain advertising or other promotional material, including links to such material unless expressly authorised by Ares Galaxy; or
  • upload or post any Uploader Submissions that are encrypted, or otherwise unreadable or unviewable by Ares Galaxy.

9. Account.

 

In order to use certain features of the Ares Galaxy Platform, you may be required to create an account and asked to provide a password. You are solely responsible for maintaining the confidentiality of Your account and password and for restricting access to Your computer, and You agree to accept responsibility for all activities that occur under Your account or password. You agree that the information You provide to Ares Galaxy on registration and at all other times will be true, accurate, current, and complete. You also agree that You will ensure that this information is kept accurate and up-to-date at all times. You may be liable for the losses incurred by Ares Galaxy or others due to any unauthorised use of Your Ares Galaxy Platform account.

10. Third-Party Sites, Products and Services; Links.

The Ares Galaxy Platform may include links or references to other web sites or services solely as a convenience to Users (“Reference Sites”). Ares Galaxy does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. In addition, Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Ares Galaxy Platform are solely between You and such advertiser. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at Your own risk.

11. Termination; Terms of Service Violations.

11.1 Ares Galaxy.  You agree that Ares Galaxy, in its sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) You may have with Ares Galaxy or Your use of the Ares Galaxy Platform and remove and discard all or any part of Your account, User profile, and any Uploader Submission, at any time. Ares Galaxy may also in its sole discretion and at any time discontinue providing access to the Ares Galaxy Platform, or any part thereof, with or without notice. You agree that any termination of Your access to the Ares Galaxy Platform or any account You may have or portion thereof may be effected without prior notice, and You agree that Ares Galaxy will not be liable to You or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Ares Galaxy may have at law or in equity. As discussed herein, Ares Galaxy does not permit copyright infringing activities on the Ares Galaxy Platform, and shall be permitted to terminate access to the Ares Galaxy Platform, and remove all Uploader Submissions or other content submitted by any Users who are found to be repeat infringers. Upon termination for any reason, You agree to immediately stop using and to uninstall and/or destroy all copies of the Ares Galaxy Application, any accompanying documentation, and all other associated materials.

 

11.2 You.  Your only remedy with respect to any dissatisfaction with (i) the Ares Galaxy Platform, (ii) any term of this Terms of Service, (iii) any policy or practice of Ares Galaxy in operating the Ares Galaxy Platform, or (iv) any content or information transmitted through the Ares Galaxy Platform, is to terminate this Terms of Service and Your account. You may terminate this Terms of Service at any time by uninstalling all copies of the Ares Galaxy Application on Your computer, destroying all copies of the Ares Galaxy Application in Your possession, and discontinuing use of any and all parts of the Ares Galaxy Platform.

12. Indemnification.

You agree to indemnify, save, and hold Ares Galaxy, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of Your use or misuse of the Ares Galaxy Platform, any violation by You of these Terms, or any breach of the representations, warranties, and covenants made by You herein. Ares Galaxy reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Ares Galaxy, and You agree to cooperate with Ares Galaxy’s defense of these claims. Ares Galaxy will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.

13. Disclaimers; No Warranties.

13.1 No warranties.  TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ARES GALAXY, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ARES GALAXY OR THROUGH THE ARES GALAXY PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 14, THE TERM ARES GALAXY INCLUDES ARES GALAXY’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.

13.2 “As is” and “As available” and “With All Faults”.

YOU EXPRESSLY AGREE THAT THE USE OF THE ARES GALAXY PLATFORM IS AT YOUR SOLE RISK. THE ARES GALAXY PLATFORM AND ANY DATA, INFORMATION, THIRD-PARTY SOFTWARE, UPLOADER SUBMISSIONS, COMMERCIAL CONTENT, REFERENCE SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE ARES GALAXY PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.

13.3 Platform Operation and Content.

ARES GALAXY, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE DATA, UPLOADER SUBMISSIONS, COMMERCIAL CONTENT, ARES GALAXY APPLICATION, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE ARES GALAXY PLATFORM OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.

13.4 Accuracy.

ARES GALAXY, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE ARES GALAXY PLATFORM OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

13.5 Harm to Your Computer.

YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE ARES GALAXY PLATFORM (INCLUDING RSS FEEDS) OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA. FURTHER, WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND THAT YOU USE THE ARES GALAXY APPLICATION AND ARES GALAXY PLATFORM SOLELY AT YOUR OWN RISK AND THAT ARES GALAXY SHALL NOT BE LIABLE FOR ANY HARM TO YOUR COMPUTER, NETWORK CONNECTION, OR OTHERWISE RESULTING FROM YOUR USE OF THE ARES GALAXY APPLICATION OR ARES GALAXY PLATFORM.

14. Limitation of Liability and Damages.

14.1 Limitation of Liability.  UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL ARES GALAXY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE MATERIALS (INCLUDING UPLOADER CONTENT AND COMMERCIAL CONTENT) ON THE ARES GALAXY PLATFORM OR ANY REFERENCE SITES, OR ANY OTHER INTERACTIONS WITH ARES GALAXY, EVEN IF ARES GALAXY OR A ARES GALAXY AUTHORISED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, ARES GALAXY’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

14.2 Limitation of Damages.

IN NO EVENT WILL ARES GALAXY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE ARES GALAXY PLATFORM OR YOUR INTERACTION WITH OTHER ARES GALAXY PLATFORM USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, TO ARES GALAXY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.

14.3 Release for disputes between users.

If you have a dispute with one or more Users, you release Ares Galaxy (and Ares Galaxy’s officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

14.4 Reference Sites.

THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN ARES GALAXY AND RECEIVED THROUGH OR ADVERTISED ON THE ARES GALAXY PLATFORM OR RECEIVED THROUGH ANY REFERENCE SITES.

14.5 Basis of the Bargain.

YOU ACKNOWLEDGE AND AGREE THAT ARES GALAXY HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND ARES GALAXY, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND ARES GALAXY. ARES GALAXY WOULD NOT BE ABLE TO PROVIDE THE ARES GALAXY PLATFORM TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

 

14.6 Limitations by Applicable Law.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IS SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS TERMS OF SERVICE APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.

 

 

15. Open Source Requirements.

The Ares Galaxy Application may include, or may be distributed on the same media or in the same download with, software (“Open Source Software”) that is subject to so-called “open source” licenses, which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, including without limitation any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format, and including without limitation the GNU General Public License or GPL. Notwithstanding the Section 6 above, you acknowledge that certain components of the Ares Galaxy Application may be covered by such Open Source Software Licenses. Ares Galaxy shall provide a list of Open Source Software for a particular version of the Ares Galaxy Application upon your request.

THE OPEN SOURCE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. NEITHER ARES GALAXY, NOR THE AUTHORS OR COPYRIGHT HOLDERS OF THE OPEN SOURCE SOFTWARE SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR DISTRIBUTION OF THE OPEN SOURCE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Copyrights to the Open Source Software are held by the copyright holders indicated in the copyright notices in the corresponding source files. To the extent required by the licenses covering Open Source Software, the terms of such licenses will apply in lieu of the terms of these Terms. To the extent the terms of the licenses applicable to Open Source Software prohibit any of the restrictions in these Terms with respect to such Open Source Software, such restrictions will not apply to such Open Source Software.  To the extent the terms of the licenses applicable to Open Source Software require an offer to provide the source code thereto, such offer is hereby made to you.

16. United States Export Controls.

You agree to comply with all export laws and restrictions and regulations, and not to export, or allow the export or re-export of any software, technical data or any direct product thereof in violation of any such restrictions, laws or regulations. Your rights under this Terms of Service are contingent on Your compliance with this provision.

17. Miscellaneous.

17.1 Notice.  Ares Galaxy may provide You with notices, including those regarding changes to Ares Galaxy’s terms and conditions, by email, regular mail or postings on the Ares Galaxy Platform. Notice will be deemed given twenty-four hours after email is sent, unless Ares Galaxy is notified that the email address is invalid. Alternatively, we may give You legal notice by mail to a postal address, if provided by You through the Ares Galaxy Platform. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Ares Galaxy Platform is deemed given 30 days following the initial posting.

17.2 Waiver.  The failure of Ares Galaxy to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Ares Galaxy.

17.3 Governing Law; Jurisdiction.

These Terms will be governed by and construed in accordance with the laws of Italy, without giving effect to any principles of conflicts of law. The parties agree that the courts residing in Rome, Italy will have exclusive jurisdiction over these Terms.

17.4 Dispute Resolution.

If a dispute arises between You and Ares Galaxy, our goal is to provide You with a neutral and cost effective means of resolving the dispute quickly. Accordingly, You and Ares Galaxy agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a “Claim”) in accordance with one of the subsections below or as we and You otherwise agree in writing. Before resorting to these alternatives, we strongly encourage You to first contact us directly to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation. a) Choice of Law; Forum. These Terms shall be governed in all respects by the laws of Italy as they apply to agreements entered into and to be performed entirely within Italy between Italy residents, without regard to conflict of law provisions. You agree that any claim or dispute You may have against Ares Galaxy must be resolved by a court located in Rome, Italy, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Rome, Italy for the purpose of litigating all such claims or disputes. b) Arbitration Option. For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. c) Improperly Filed Claims. All claims You bring against Ares Galaxy must be resolved in accordance with this Section 17.5 (Dispute Resolution). All claims filed or brought contrary to this Section 17.4 (Dispute Resolution) shall be considered improperly filed. Should You file a claim contrary to this Section 17.4 (Dispute Resolution), Ares Galaxy may recover attorneys’ fees and costs up to $1000, provided that Ares Galaxy has notified You in writing of the improperly filed claim, and You have failed to promptly withdraw the claim.

17.5 Severability.

If any provision of these Terms or any Policies is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

17.6 Assignment.

These Terms and related Policies, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Ares Galaxy without restriction. Any assignment attempted to be made in violation of this Terms of Service shall be void.

17.7 Survival.

Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 2, 3, 5, 6.3, 6.5, 6.6, 7-17.

17.8 Headings.

The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.

17.9 Entire Agreement.

This is the entire agreement between You and Ares Galaxy relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these Terms or Policies made by Ares Galaxy as set forth in section 4 above.

17.10 No Agency.

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.