Terms & Conditions

FORM FOR TERMS OF SERVICE

INFORMATION ABOUT SRS.

SRS Online LLC is a New York limited liability corporation, headquartered in Ann Arbor, Michigan.

WARRANTIES, RIGHTS, REPRESENTATIONS, RESTRICTIONS, AND OBLIGATIONS.

• Subject to these Terms of Service, User will be granted a limited, non-exclusive, revocable, non-transferable, and non-sublicenseable right to access that portion of the SRS website applicable to the access purchased by the User. By agreeing to grant such access, SRS does not obligate itself to maintain the Website, or to maintain it in its present form. SRS may upgrade, modify, change or enhance the Content of the Website and convert a User to a new version thereof at any time in its sole discretion, to the extent that this is not detrimental to User’s use of the Content of the Website and on reasonable prior notice to User (unless the change is of critical business importance or outside SRS’s control, in which case SRS will explain the reason for the changes as soon as is reasonably practicable).

• User agrees to abide by any rules or regulations that SRS publishes with respect to conduct of Users and other users of the Website, which rules and regulations are hereby incorporated into these Terms of Service by this reference. SRS reserves the right to deny a User and/or an Authorized End User access to the SRS website if, in SRS’s sole discretion, User and/or Authorized End User has failed to abide by these Terms of Service or appear likely to do so.

• User accepts that SRS in its sole discretion may, but has no obligation to, monitor the Content of the Website or any portion thereof, and/or to oversee compliance with these Terms of Service.

• User promises, acknowledges, and agrees that:

i. Access privileges may not be transferred to any third-parties;

ii. It will not access, store, distribute or transmit any viruses;

iii. It will comply with all applicable laws and regulations with respect to use of the Content of the Website;

iv. It will not rent, lease, sublicense, re-sell, distribute, transfer, copy or modify the Content of the Website or any component thereof;

v. It will not translate, decompile, or create or attempt to create, by reverse engineering or otherwise, the source code from the object code made available hereunder;

vi. It will not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit the Content of the Website or any portion thereof;

vii. It will not delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Website or contained in the Content of the Website;

viii. It is solely responsible for acquiring, installing, operating and maintaining the hardware and software environment, network connections, and telecommunication links, necessary to access and use the Content of the Website;

ix. It will not use the Content of the Website in any manner, or in connection with any content, data, hardware, software or other materials that infringes upon or violates any patent, copyright, trade secret, trademark, or other intellectual property right of any third party, or that constitutes a defamation, libel, invasion of privacy, or violation of any right of publicity or other third party right, or that is threatening, harassing or malicious.

AVAILABILITY OF WEBSITE:

User recognizes that the traffic of data through the Internet may cause delays during the download of information from the Website and accordingly, it shall not hold SRS liable for delays that are ordinary in the course of Internet use. User further acknowledges and accepts that the Website will not be available on a continual twenty-four hour basis due to such delays, or delays caused by SRS’s upgrading, modification, or standard maintenance of the Website.

INTELLECTUAL PROPERTY RIGHTS:

• The content on the Website is owned by SRS, its licensors or other providers of such material, and is protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

• No right, title or interest in or to the content on the Website or any portion thereof, is transferred to any User, and all rights not expressly granted herein, are reserved by SRS.

• SRS name, SRS logo, and all related names, logos, product and service names, designs and slogans, are trademarks of SRS. User may not use such marks without the prior written permission of SRS. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

SRS OBLIGATIONS:

• SRS will use commercially reasonable efforts to enable the Content of the Website to be accessible, except for scheduled maintenance and required repairs, and except for any interruption due to causes beyond the reasonable control of, or not reasonably foreseeable by SRS, including, but not limited to, any Force Majeure Event (as defined below). The foregoing undertaking shall not apply to the extent of any non-conformance caused by use of the Content of the Website contrary to SRS’s instructions, or modification or alteration of the Content of the Website by any party other than SRS. If the Content of the Website are in non-conformance with the foregoing undertaking, SRS will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide User with an alternative means of accomplishing the desired performance.

FEES AND PAYMENT:

• Payment Details. Recurring charges are billed in advance of service. User agrees to provide SRS with valid, up-to-date and complete debit/credit card, contact and billing details. User further authorizes SRS to bill such debit/credit card on the Effective Date. If, for any reason, User’s credit/debit card SRS refuses to pay the amount billed for the Content of the Website, User agrees that SRS may, at its option, suspend or terminate User’s subscription to the Content of the Website and require User to pay the overdue amount by other means acceptable to SRS. SRS may charge a fee for reinstatement of suspended or terminated accounts. User agrees that until its subscription to the Content of the Website is properly terminated, it will continue to accrue charges for which it remains responsible, even if it does not use the Content of the Website. In the event legal action is necessary to collect on balances due, User agrees to reimburse SRS for all expenses incurred to recover sums due, including attorney fees and other legal expenses. Unless otherwise expressly stated, all fees are stated in United States dollars.

• Taxes. User is responsible for all applicable sales, use, transfer or other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of the transaction contemplated hereby, excluding, however, income taxes on profits which may be levied against SRS.

TERM AND TERMINATION:

• Term. User may access the Content of the Website for the applicable term of the SRS offer commencing on the Effective Date.

• Termination. SRS reserves the right to terminate or suspend access to all or any portion of the Content of the Website for violation or suspected violation of these Terms of Service.

• Effect of Termination. User will have no further rights to access the SRS website. Termination will not affect the rights or liabilities of either party that accrued prior to termination

DISCLAIMERS OF STATEMENTS/WARRANTIES:

USER’S USE OF THE CONTENT OF THE WEBSITE OR ITEMS OBTAINED THROUGH THE CONTENT OF THE WEBSITE IS AT ITS OWN RISK. THE CONTENT OF THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY STATEMENTS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SRS, ITS AFFILIATES NOR ANY PERSON ASSOCIATED WITH THEM MAKES ANY STATEMENT, WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE CONTENT OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER SRS, ITS AFFILIATES NOR ANYONE ASSOCIATED WITH THEM PROMISES THAT THE CONTENT OF THE WEBSITE OR ITEMS OBTAINED THROUGH THE CONTENT OF THE WEBSITE OR ANY PORTION THEREOF, WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE CONTENT OF THE WEBSITE OR THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE CONTENT OF THE WEBSITE OR ITEMS OBTAINED THROUGH THE CONTENT OF THE WEBSITE WILL OTHERWISE MEET USER’S NEEDS OR EXPECTATIONS. SRS AND ITS AFFILIATES HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. NO VERBAL OR WRITTEN REPRESENTATIONS, INFORMATION OR ADVICE GIVEN BY SRS, ITS AFFILIATES OR THEIR AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.

INDEMNITY.

User agrees to compensate and defend fully SRS, its officers, employees, agents, successors and assigns, from and against any damages, losses, and expenses (including reasonable attorneys’ fees) resulting from any third-party claim, action or demand arising out of any breach by User of any representation, warranty, covenant, obligation or duty of User under this Agreement.

14) SURVIVAL:

All provisions relating to proprietary rights, payment of fees, confidentiality, disclaimer of warranty, indemnification, and limitation of liability, shall survive the expiration or earlier termination of these Terms of Service.

15) CHANGES:

Except, for any provisions determining the primary contractual obligations of User and SRS hereunder, SRS has the right to revise and amend these Terms of Service from time to time to reflect changes in business needs including, but not limited to, changes in features and functionality, changes in market conditions, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in system capabilities. Changes are effective immediately upon posting and User’s continued use of any of the Content of the Website following the posting of revised Terms of Service means that User accepts and agrees to the changes, to the extent permitted by applicable laws.

ASSIGNMENT:

User may not transfer these Terms of Service, in whole or in part. SRS may transfer these Terms of Service and/or subcontract some or all of its obligations hereunder at any time.

GOVERNING LAW AND VENUE:

These Terms of Service shall be construed and governed by the laws of the State of New York, without regard to the principles of conflict of laws thereof. User agrees and accepts that any legal action or proceeding shall be brought in the federal or state courts for the State of New York, County of Wyoming, and User expressly waives any objection to personal jurisdiction, venue or forum non conveniens. Additionally, in the event of any dispute or claim relating to or arising out of these Terms of Service (including, but not limited to, any claims of breach of contract, tort, infringement), User agrees that all such disputes/claims will be resolved by means of a court trial and User expressly waives any right it may otherwise have to a jury trial. THE PRECEDING PROVISION REGARDING VENUE DOES NOT APPLY IF YOU ARE AN INDIVIDUAL USER RESIDENT IN A MEMBER COUNTRY OF THE EUROPEAN UNION. IF YOU ARE A CONSUMER BASED IN THE EUROPEAN UNION, YOU MAY MAKE A CLAIM IN THE COURTS OF THE COUNTRY WHERE YOU RESIDE.

NOTICES:

Legal notices may be sent to SRS at 3986 Michael Road

Ann Arbor, MI, 48103.

FORCE MAJEURE:

SRS will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations that is caused by events outside its reasonable control (“Force Majeure Event”). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond SRS’s reasonable control including, but not limited to, restrictions of law, regulations, orders, or other governmental directives, labor disputes, acts of God, third party mechanical or other equipment breakdowns, terrorist attacks, fire, explosions, fibre optic cable cuts, interruption or failure of telecommunications or digital transmission links, Internet failures or delays, storms or other similar events.

23) NO THIRD PARTY BENEFICIARIES:

No person or entity not a party to these Terms of Service will be deemed to be a third party beneficiary of these Terms of Service or any provision hereof.

SEVERABILITY:

If any provision of these Terms of Service is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms of Service will remain in full force and effect.

WAIVER AND AMENDMENT:

If SRS fails to insist upon strict performance of User’s obligations under any of these terms and conditions, or if SRS fails to exercise any of the rights or remedies to which it is entitled under these Terms of Service, this will not constitute a waiver of such rights or remedies and will not relieve User from compliance with such obligations. No waiver by SRS of any default will constitute a waiver of any subsequent default, and no waiver by SRS of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to User in writing.

COMPLETE UNDERSTANDING:

These Terms of Service, together with our Privacy Policy and our Website Use Policy, constitute the sole and entire agreement between User and SRS with respect to the Content of the Website and supersedes all prior and contemporaneous understandings, agreements, representations, warranties or terms and conditions, both written and oral, with respect to the Content of the Website.

EFFECTIVE DATE: January 1, 2018