These Terms and Conditions, including any documents referenced herein, represent the entire understanding and agreement between  D. Barrett Associates LLC (“DBA”) and you regarding your use of this Website and supersede any prior statements or representations. Your use of the Website is subject to these Terms and Conditions.

Use of this Website

Access to, distribution and/or use of this Website is subject to all applicable laws and regulations. To the extent that access to, distribution and/or use of this Website would be deemed illegal by applicable law, such access, distribution and/or use is prohibited. Upon any visit by you or use of the Website, you are deemed to have confirmed your acceptance to these Terms and Conditions.

This Website is controlled and operated by DBA from its offices in the United States of America, and is intended for use solely in the United States, and its territories and possessions. DBA makes no representation that this Website, or the materials contained hereon, are appropriate for users located in other countries. DBA may terminate your right to access and/or use this Website at any time and for any reason whatsoever.

Changes to the Terms and Conditions

From time to time, these Terms and Conditions may by amended or changed. DBA reserves the right to modify these Terms and Conditions without prior individual notice. Changes to the Terms and Conditions on this Website will be posted and such changes will become effective upon being posted. Your continued access to or use of the Website will be deemed as acceptance by you of the then-current Terms and Conditions.

Use of Materials

Materials and content displayed on and/or accessed through this Website, including but not limited to informational materials, audio files, images, logos, and trademarks (collectively referred to as the “Materials”), are protected under various intellectual property laws and owned by, controlled by DBA, or used with permission of the owner(s) of such Materials. The display of Materials at this Website does not imply that a license, of any kind, has been granted to you.

Your use of the Website is permitted solely for your personal, non-commercial use unless otherwise agreed to by DBA.

You may not copy or distribute any part of the Website, in any medium, without DBA’s prior written authorization. You will not alter or modify any part of the Website, without DBA’s prior consent or other than as may be reasonably necessary to use the Website.

In order to access some features of the Website, you may have to create an account. When creating an account, you must provide your accurate and complete personal information and you may not use a false identity or any other individual’s identity.

Except as otherwise indicated on this Website, copying, reproducing, uploading, downloading, transmitting or any other use of this Website or of any of the Material, in whole or part, without the express permission of DBA, is prohibited. You may download digital files where expressly permitted. Any unauthorized access to, use or copying of this Website and/or the Materials may subject you to liability under applicable law, and may result in legal action.

Privacy

Please see DBA’s Privacy Policy, incorporated into these Terms and Conditions, for information concerning the collection and use of Personal Information from this Website.

Programs and Contests

On occasion, DBA or certain advertisers or suppliers to this Website, may elect to conduct certain programs or contests (collectively, “Programs”) on this Website. Each such Program may have specific rules and regulations which will be made available to users and which shall be deemed incorporated in and become a part of these Terms and Conditions. By participating in any Program, you are deemed to have accepted the rules and regulations for that Program, and to have agreed to abide and be bound by them.

Links

From time to time, the DBA Website may contain links to other websites that are not controlled and/or maintained by DBA. Access to and use of such other websites is at your own risk and subject to the terms of use and privacy policies which govern such websites, which may differ from those of the DBA Website and/or may provide their users with less security than the DBA Website. Accordingly, you should review the privacy policies and terms of use on such other sites before using them.

By providing links to other websites that are not controlled and/or maintained by DBA, DBA shall not be deemed to endorse, recommend, approve, guarantee or introduce any third parties or their services or products, or any facts, views, advice, information, promotions and/or products found on such websites. DBA is not responsible for the content contained on any such websites, or for the failure of any product or service offered for sale or advertised on any such websites or for any damages that may result therefrom. Copyrights in the materials or information on the linked websites are owned by other organizations.

Password Responsibility

When you create an account, you may be asked to choose a password which you shall use to access the secure portion of the Website, and which may be required when you are seeking to participate in certain offerings of the Website. You are responsible for maintaining the confidentiality of your password. You agree not to

1. use the account, username or password of any other user of the Website at any time,
2. share your account, or
3. disclose your password to any third party. You agree to notify DBA promptly if you suspect any unauthorized access to or use of your account or password. You are solely responsible for any and all use of your account and password.

Non-Commercial Use

You may not use the Website or any Materials, provided herein, in connection with any commercial endeavors except those that are specifically endorsed or approved in writing by DBA.

User Submitted Content

On certain sections of this Website, users may be permitted to: post, display and/or publish (“post”) comments or other materials (“User Content”). You acknowledge and agree that you are solely responsible for any User Content that you post. You further acknowledge and agree that DBA has no responsibility for, and makes no representations concerning, any User Content posted at this Website and will not be liable for any User Content. With respect to all User Content that you post, you represent and warrant that:

1. the material is fully original to you;
2. such User Content will not infringe or violate the rights of any person or entity, or violate any governmental rule, regulation statute or law, or the Terms and Conditions;
3. no money will be owing to any person or entity as a result of the posting of the User Content or its use as contemplated by these Terms and Conditions; and
4. you will be responsible for all User Content submitted through your account, and for all purposes under these Terms and Conditions, all User Content submitted from your account shall be deemed to have been submitted by you.

DBA has no control over, and does not endorse, any User Content and expressly disclaims any and all liability in connection with any User Content. However, in connection with User Content posted at this Website, in addition to all other rights it has under this Agreement, at law or in equity, DBA reserves the right, in its sole and absolute discretion, to remove without notice, or refuse to post in the first instance, any User Content.

Any private or public communication, including any User Content, sought to be posted at the Website must conform, in the sole and exclusive  decision of DBA, to the following rules and standards. It must:

1. conform to all applicable laws, including intellectual property, privacy and defamation laws,
2. be appropriate in the context of the general purposes of the Site;
3. not be vulgar, derogatory, obscene, pornographic, patently offensive, defamatory hateful, abusive or promote racism or discrimination of any kind;
4. not provide personal information, or solicit such information from any other user of the Site;
5. not involve or result in the transmission of junk e-mail, unsolicited mass e-mailings, “spamming, or “phishing;”
6. not transmit or distribute any potentially harmful programs such as Trojan horses, worms, viruses, spyware or any malicious software or code; and
7. not contain any material or images owned by any other person or entity unless you have obtained all necessary rights, licenses and permissions needed to post the material and have it used as contemplated by these Terms and Conditions.

User Content License

After posting your User Content on or through the Website, you will continue to retain all ownership rights in such User Content except as specifically set forth herein or set forth in a Programs’ guidelines. However, by posting any User Content, on or through the Website, you hereby agree to abide by the Terms and Conditions and grant to DBA absolutely and without any restriction or limitation whatsoever, a perpetual, irrevocable, nonexclusive, worldwide, royalty-free, fully paid, sublicensable (through multiple tiers) and transferable license to use, adapt, modify, publicly perform, publicly display, publish, republish, copy, broadcast, transmit, reproduce, edit, distort, aggregate, translate, reformat, prepare derivative works based upon, distribute and otherwise exploit such User Content, in whole or in part and in any media now known or hereafter developed, in connection with the Website and the promotion and of DBA (collectively, the “Services”), and irrevocably waive any and all “moral rights” (howsoever known) you may have in such User Content and/or consent to DBA (or any of its nominees, licensees or successors) engaging in conduct which may otherwise infringe any “moral rights” in your User Content. Further, you understand and agree that DBA may retain, but not display, distribute or perform, server copies of User Content that has been deleted or removed. You understand that DBA may perform technical functions necessary to offer the Website and its Services, including but not limited to transcoding and/or reformatting content to allow its use through the Website and various end user devices. You agree that you will make no commercial use of any User Content obtained through this Site, without the express written agreement of DBA.

You represent and warrant that:

1. You own the content or material that you post on or through the Website.
2. As at the date that such content or material is submitted:
1. It is accurate and truthful;
2. Use of the content and material does not breach these Terms and Conditions or any other applicable policies or guidelines communicated to you by or on behalf of ;
3. Use of the content or material you supply will not cause injury to any person or entity (including that the content or material is not defamatory).

Copyright Infringement – Notice and Take-Down Policy

DBA values intellectual property and respects the intellectual property rights of others, and will remove materials on its Website that infringe the copyrights of others. If you believe that your copyrighted material has been infringed by material contained on this Website, contact DBA at the address or phone number on the Website.

Additional/Different Terms

Certain pages or sections of this Website may contain terms and conditions of use which are in addition to or different from these Terms and Conditions. In the event that there is a conflict between such additional or different terms and conditions of use and these Terms and Conditions, the additional or different terms and conditions of use will govern with respect to the specific pages or sections to which they apply.

Limitation of Liability and Use Disclaimer

DB A endeavors to make sure that all information and data it originates on the Website is accurate. However, DBA is not responsible for any damages or loss related to the use of this Website or any Materials obtained from it.

THIS WEBSITE, ALL MATERIALS CONTAINED ON THIS WEBSITE, AND ALL LINKS OR OTHER ITEMS RELATED THERETO ARE TRANSMITTED AND DISTRIBUTED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”  AND, TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT GUARANTEES, REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED (BY STATUTE OR OTHERWISE), INCLUDING, WITHOUT LIMITATION, THAT THE WEBSITE AND/OR ITS FEATURES AND FUNCTIONS WILL BE AVAILABLE FOR USE OR WORK AS DESCRIBED. THERE ARE NO GUARANTEES, REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS REGARDING TITLE, SECURITY, ACCURACY, ACCEPTABLE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE WEBSITE OR THE MATERIALS CONTAINED HEREON. ANY INFORMATION CONTAINED WITHIN OR ON THIS WEBSITE IS SUBJECT TO AMENDMENT, REVISION OR UPDATING. DBA RESERVES THE RIGHT TO SUSPEND OR WITHDRAW ACCESS TO THE PAGES OF THIS WEBSITE WITHOUT NOTICE AT ANY TIME AND, TO THE FULLEST EXTENT PERMITTED AT LAW, ACCEPTS NO RESPONSIBILITY FOR THESE PAGES NOT BEING AVAILABLE AT ALL TIMES.

SUBJECT TO THE SAVINGS CLAUSE, NEITHER DBA (INCLUDING ITS OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES) NOR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE WEBSITE, SHALL BE LIABLE FOR ANY ALLEGED DAMAGE OR INJURY WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY COMPENSATORY, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, SPECIAL AND/OR ANY OTHER DAMAGES THAT RESULT FROM YOUR USE OR INABILITY TO USE OR ACCESS THIS WEBSITE OR FROM ANY MATERIALS CONTAINED HEREON OR FROM ANY COMPUTER VIRUS, MALFUNCTION OR OTHER FAILURE. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, IN WHICH CASE THE ABOVE LIMITATION MAY NOT APPLY TO YOU. DBA MAKES NO GUARANTEES, WARRANTIES, REPRESENTATIONS OR CONDITIONS ABOUT THE ACCURACY OR SUITABILITY FOR ANY PURPOSE OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS WEBSITE AND TO THE FULLEST EXTENT PERMITTED BY LAW ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (I) MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER FROM ACCESS TO, REPRODUCTION, DISTRIBUTION AND/OR USE OF THIS WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO, REPRODUCTION, DISTRIBUTION OR USE OF DBA’S SECURE SERVER AND/OR ANY PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREON, (IV) ANY INTERRUPTION OF OR CESSATION OF THE WEBSITE, (V) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE WHICH MAY BE TRANSMITTED VIA THE WEBSITE AND/OR BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR ANY LOSS OF TRANSMITTED INFORMATION OR DATA, OR DAMAGE THAT IS THE RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE BY OR THROUGH THE WEBSITE.

DBA is not responsible for any damages or loss related to your reliance on any outdated version of these Terms and Conditions, including, but not limited, to any outdated version of our Privacy Policy.

Certain jurisdictions prohibit the limitation of liability for certain types of damages or prohibit waivers against future fraud, and accordingly, such limitations or waivers may not apply to you. In such jurisdictions, DBA’S liability is limited to the greatest extent allowable under applicable law.

Indemnity

You will indemnify DBA and each of its and affiliated entities, officers, directors, members, employees, representatives, licensees, agents, successors, assignees and partners, from and against any and all claims, demands, losses, liabilities, damages, costs and expenses (including but not limited to reasonable attorneys’ fees) suffered, incurred or brought against any one or more of them by a third party relating to, or arising from or in connection with: (i) your breach or alleged breach of any of your representations and/or warranties set forth in these Terms and Conditions; (ii) your use of the Website; and/or (iii) any violation of these Terms and Conditions. You agree that your representations and warranties, and your obligation to indemnify DBA, shall survive beyond any term for which these Terms and Conditions are in effect.

Electronic Communications

When you communicate with DBA electronically, via email or otherwise, you consent to receive electronic communications from DBA. You agree that all communications (including, but not limited to all notices, agreements and disclosures) provided to you electronically by DBA satisfy any legal requirement that such communication be in writing. DBA encourages you to retain your own copies of relevant information, however, upon your written request, DBA will provide you with a copy of the information you provided to DBA when creating your account. To make such a request please contact dbarrett@barrettassociates.com.

With respect to all communications you make to or through the Website, including but not limited to feedback, questions, comments, suggestions and the like: (i) you shall have no right to confidentiality in your communications and DBA shall have no obligation to protect your communications from disclosure; (ii) DBA shall be free to reproduce, use, publish, display, disclose and distribute your communications to others without limitation; and (iii) DBA shall be free to use any ideas, concepts, know-how, information, data content or techniques contained in your communications for any purpose whatsoever, including but not limited to the improvement of the Website and development, production and marketing of products and services that incorporate such information.

Contact Us

If you have any questions concerning this Website or any of the policies set forth in these Terms and Conditions, please contact us at dbarrett@barrettassociates.com

U.S. Export Controls

Software from or related to this Website (the “Software”) may be subject to United States export controls or the export controls of other countries from where the Site may be accessed. No Software may be downloaded from the Website or otherwise exported or re-exported in violation of U.S. or other countries’ export laws, as applicable. Downloading or using the Software is at your sole risk.

Disputes and Governing Law

Use of this Website and these Terms and Conditions shall be governed by the laws of the Commonwealth of Virginia, without regard to its conflict of law provisions. In the event that any portion of these Terms and Conditions is deemed unenforceable, unlawful or void by a tribunal of competent jurisdiction, in any jurisdiction for any reason, unless narrowed by construction, such portion of these Terms and Conditions shall, for purposes of such jurisdiction only, be construed as if such invalid, prohibited or unenforceable portion had been more narrowly constructed so as not to be invalid, prohibited or unenforceable (or if such provision cannot be drawn narrowly enough, the tribunal making any such determination shall have the power to modify such portion of these Terms and Conditions to the extent necessary to make such portion of these Terms and Conditions enforceable in such jurisdiction, and such portion shall then be applicable in such modified form in such jurisdiction). If, notwithstanding the foregoing, any such portion of these Terms and Conditions would be held to be invalid, prohibited or unenforceable in any jurisdiction for any reason, such portion, as to such jurisdiction only, shall be ineffective to the extent of such invalidity, prohibition or unenforceability, without invalidating the remaining provisions set forth in these Terms and Conditions. No narrowed construction, modification or invalidation of any portion of the Terms and Conditions shall affect the construction, validity or enforceability of such portion in any other jurisdiction. No waiver by DBA of any term or condition of these Terms and Conditions shall be deemed a further or continuing waiver of such term or condition or of any other term or condition, and DBA’s failure to assert any right or demand compliance with any provision of these Terms and Conditions shall not be deemed to constitute a waiver of any such right or provision.

Except where prohibited by law, as a condition of you clicking acceptance of these Terms and Conditions and/or accessing and/or using this Website, you agree that (1) any and all disputes and causes of action you seek to bring arising out of or connected with this Website or the Materials may be resolved individually, without resort to any form of class action, and exclusively by final and binding arbitration in Virginia within one year from the date that the cause of action arose or be barred (or, if multiple cause of actions are involved, from the date that the first cause of action arose), with such arbitration conducted pursuant to the then prevailing rules of the American Arbitration Association; and (2) judgment upon such arbitration award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no arbitration brought pursuant hereto shall be joined to any other action or arbitration.

To the fullest extent permitted at law, under no circumstances will you be permitted to obtain an award for, and by accessing and/or using the Site you waive all rights to claim, punitive, incidental, consequential or any other damages (including multiplied and/or increased damages and/or attorneys’ fees and court costs) for, any dispute or cause of action that you may have that relates in whole or part to this Website and/or the Materials. Notwithstanding anything to the contrary set forth in these Terms and Conditions or otherwise, your recovery with respect to any and all claims, judgments, and awards for which you are entitled shall, to the fullest extent permitted at law, be limited to your actual out-of-pocket costs incurred not to exceed $100.00, excluding reasonable attorneys’ fees and court costs.

Notwithstanding anything to the contrary set forth in these Terms and Conditions, DBA may at any time seek injunctive or other appropriate relief against you and/or against others, in any state or federal court in the state of New York and/or in any other court chosen by DBA in the event that DBA believes that there is a violation, or a threatened violation, of any of DBA’s intellectual property rights and, in such case, you hereby consent to the exclusive jurisdiction and venue of such court.