Good Job ScoreEffective Date: April 2024
TERMS OF USE OF THIS WEB SITE
Your use of goodjobscore.com, any platform on which these terms reside and the features thereon (collectively, including without limitation the assessment tool and methodology & scoring guide thereon, the “Site”) are subject to the terms, conditions, policies and notices contained on this page (the “Terms of Use” or this “Agreement”), which FoW Partners, LP ( “FoW Partners”, “we”, “our” or “us”), may update from time to time. Please read these Terms of Use carefully before using this Site. By accessing this Site in any way, including, without limitation, browsing this Site, using any information, material, document or tool on or linked to by the Site, and/or submitting or uploading information to FoW Partners, the Site or as part of using the assessment tool, you agree to and are bound by the Terms of Use, including, but not limited to, conducting this transaction electronically, disclaimers of warranties, damage and remedy exclusions and limitations, and a choice of New York law. The Site is owned and controlled by FoW Partners. If you are from any jurisdiction where the publication or availability of the Site is prohibited, or if you are under 18 years of age, you may not use this Site. By using the Site, you represent, warrant, and covenant at all times during the use of the Site and the term of this Agreement that (i) you have the power and capacity to enter into, and to perform your obligations under, this Agreement, (ii) this Agreement has been duly authorized, executed, and delivered by you and constitutes your valid and binding obligation, enforceable in accordance with its terms, (iii) as applicable, your execution, delivery, and performance of this Agreement does not violate or result in any default under your governing and constituent documents, bylaws, policies, or any other contract or agreement to which you are a party or its assets may be bound, or any law, statute, rule, regulation, or order of any country or political subdivision, or any regulatory, self-regulatory, or membership organization that has jurisdiction over you, or of which you are a member, and (iv) you have received all registrations, consents, and other approvals necessary for you to use the Site and otherwise to enter into this Agreement.
FoW Partners reserves the right to change these Terms of Use without notice at any time. Your use of this Site after we post any changes to these Terms of Use constitutes your agreement to those changes. Any such change to these Terms of Use shall be effective upon posting to the Site. Accordingly, you agree to periodically review these Terms of Use when accessing or using the Site.
You acknowledge and agree that FoW Partners may provide the Site in any manner as it determines in its sole discretion, including different access levels, content, terms, permitted number and type of authorized users, features, functionality, services, fees, and support and may temporarily or permanently restrict, suspend or terminate the availability of the Site and/or your access to, and use of, all or any part of the Site, including any links to third-party sites, at any time, with or without cause, including but not limited to any breach of these Terms of Use as determined in FoW Partners’ sole and absolute discretion, and without prior notice or liability. Any suspected fraudulent, abusive or illegal activity also may be referred to appropriate law enforcement authorities. FoW Partners will not be liable to you or any third party for any termination of your access to or use of the Site or any content thereon, including without limitation any information or content you may have posted, uploaded, or otherwise provided on or in connection with the Site (“User Content”). You agree that you do not have any rights in this Site.
Each use of the Site constitutes your agreement to be bound by and comply with the then-current Terms of Use. If, at any time, you do not agree to be bound by or comply with these Terms of Use, then you should cease accessing or using this Site.
1. OWNERSHIP, LIMITED LICENSE TO USE THE SITE
FoW Partners owns and maintains the Site. The Site and all information, material, document or tool on or linked to by the Site (collectively, “Site Content”) is intended solely for the use of those persons who have been granted permission to use this Site and who have agreed to these Terms of Use.
The Site and any Site Content, including without limitation content provided by FoW Partners and/or its affiliates and/or licensors, including certain data, graphics, photographs, images, text, software, code, tools, screen shots, text, digitally downloadable files, trademarks, logos, service marks, product and program names, slogans, and the compilation of the foregoing, including without limitation the name or logo of FoW Partners, any of its affiliates and/or any other entity described on the Site (collectively, “FoW Partners Content”) is, as between the parties, the property of FoW Partners and/or its affiliates and/or licensors, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws. Except as specifically permitted below, nothing contained in these Terms of Use or the Site itself either grants or will be construed to grant to you or any third party, by implication, estoppel or otherwise, any title or interest in, or any license or right to use or reproduce FoW Partners Content contained in the Site or to use or reproduce the logo(s) of FoW Partners or any of its affiliates. No act of downloading or otherwise copying from this Site or Site Content will transfer title to any software or material to any user hereof. Any data that you transmit to the Site becomes the property of FoW Partners and/or its affiliates and may be used by FoW Partners and/or its affiliates for any lawful purpose without restriction, subject to the Privacy Policy posted on the Site. FoW Partners and its affiliates reserve, and will enforce to the fullest extent possible, all rights that it may have with respect to all content contained in the Site.
FoW Partners grants you a limited, nonexclusive, non-transferable, revocable license to display and use portions of the Site solely for your own private, internal, non-commercial, and informational purposes only, and to print pages from the Site only in connection with that use. Except as described in the immediately preceding sentence, you may not copy, store, modify, distribute, transmit, perform, alter, edit, reproduce, republish, exploit in any manner for any purpose, publish, license, create derivative works from, transfer or sell any FoW Partners Content, text, graphics, logos and other source-identifying symbols, designs, icons, images, or other information, software or code obtained from the Site without prior express written permission from FoW Partners which may be withheld for any or no reason. The FoW Partners Content is provided solely for your internal use, and you further agree not to download, display, distribute or use any FoW Partners Content, including without limitation in any publications, in public performances, on websites other than this Site, for any other commercial purpose, in connection with products or services that are not those of FoW Partners or its affiliates, in any other manner that is likely to cause confusion among consumers, that disparages or discredits FoW Partners and/or its affiliates and/or licensors, that dilutes the strength of FoW Partners or its affiliates’ or licensors’ property, or that otherwise infringes FoW Partners or its affiliates’ or its licensors’ intellectual property rights. You further agree to in no other way misuse any FoW Partners Content or third party content that appears on this Site.
You acknowledge you have received and reviewed the disclaimers posted on the bottom of the Site and agree to comply with the agreements, restrictions, and limitations contained therein.
2. USAGE PARAMETERS
The Site and Site Content are not intended to and do not purport to take into account yours or your company’s overall or complete financial situation, level of sophistication, experience, goals, industry, objective, profile or other unique characteristics. It is your responsibility to determine for yourself and/or your company that Site and Site Content usage is, and that Site and Site Content results (including those from use of the assessment tool and methodology and scoring guide) are, appropriate for you. You agree that this Agreement does not create a relationship whereby FoW Partners takes any action regarding your decision to access any particular Site Content or how you may interpret or use any Site Content or whereby we or the Site or Site Content provides analysis to you on an ongoing basis or frequency other than what Site or Site Content functionality or analysis you access.
Prohibited Uses. In addition to the other limitations discussed in these Terms of Use, because all servers have limited capacity and are used by many people, the following requirements apply to your use (directly or indirectly, including with respect to the assistance of others in their use) of the Site: (a) you will not use any electronic communication feature of the Site for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful; (b) you will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; (c) you will not collect or store personal data about other users; (d) you will not use the Site for any commercial purpose not expressly approved by FoW Partners in writing; (e) you will not upload, post, email, or otherwise transmit any advertising or promotional materials or any other form of solicitation or unauthorized communication; (f) you will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment; (g) you may not use the Site in any manner that could damage or overburden any server of FoW Partners or its affiliates, or any network connected to any such server; (h) you may not use the Site in any manner that would interfere with any other party’s use of the Site or with the proper functioning of the Site; (vii) you may not bypass or circumvent any measures we use, directly or indirectly, to restrict access to the Site, and (i) you may not use, transfer, distribute or dispose of any information contained in the Site in any manner that could compete with the business of FoW Partners or its affiliates. Further, you will not, and will not attempt to (or assist any others to attempt to), directly or indirectly (i) use the Site to share or otherwise use in any manner any material non-public information or information that is manipulative, deceptive, or fraudulent, as to markets or otherwise, or (ii) submit to the Site any User Content that (A) discloses or misuses any trade secret or other confidential business information, or infringes any intellectual property right of any third party, or (B) includes any natural person's identification documents or sensitive information.
User Content. You are solely responsible for all User Content and you represent, warrant, and covenant that you have and will ensure that you will continue to have all rights and consents necessary to submit (or cause to be submitted) and remain submitted all User Content to the Site, and for FoW Partners to access, use, and analyze such User Content as contemplated hereunder and in connection with the use of the assessment tool. You have sole discretion whether to submit User Content to the Site. FoW Partners does not guarantee that any content will be made available or will continue to be available on the Site and reserves the right, but has no obligation to you, to remove, edit, modify, or block any content, in each case in FoW Partners’s sole discretion. You understand that the quality of information rendered to you in connection with the assessment tool is limited by the accuracy, timeliness, and completeness of the User Content. FoW Partners is under no obligation to determine the extent to which you have has provided accurate, current, or complete data. By submitting User Content to the Site, you grant FoW Partners (and its successors and assigns) a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license to use all such User Content, in each case, to operate, improve, develop, maintain, and otherwise provide the Site to you and to create anonymized and aggregated data created using User Content (and/or data generated by the activity of User).
Means of Access. The Site is generally intended to be viewed by a conventional Web browser. Although you may use other means to access the Site, be aware that the Site may not appear accurately through other access methods, and you use them only at your own risk. You are responsible for setting the cache settings on your browser to ensure that you are receiving the most recent data. You are responsible for obtaining and maintaining all equipment, services and other materials that you need to access and use the Site. You may not use any data mining, robots or similar data gathering and extraction programs or methods, whether automated or manual, to access, acquire, copy or monitor any portion of the Site or any data and content found on the Site, unless such devices or methods are expressly approved in advance by FoW Partners in writing.
Usage Monitoring. FoW Partners and its affiliates reserve the right, but do not have the obligation, to access, archive, or monitor any use of this Site, or your use of this Site and your communications to the Site. Any personal information collected during such monitoring will be used in accordance with the privacy policy posted on the Site. By using the Site, you accept FoW Partners’ and/or its affiliates’ right to access, archive, and/or monitor usage to ensure service quality, or to evaluate the Site, the security of the Site, compliance with these Terms of Use, compliance with applicable laws, rules or regulations or for any other reason. You agree that FoW Partners’ monitoring activities will not entitle you to any cause of action or other right with respect to the manner in which FoW Partners monitors your Site usage and enforces, or fails to enforce, these Terms of Use. You further agree that in no event will FoW Partners or its affiliates be liable for any damages incurred by you as a result of FoW Partners’ usage monitoring.
Unsolicited Ideas. FoW Partners always welcomes consumer feedback and appreciates your interest in sharing your thoughts with FoW Partners. However, it is FoW Partners’ policy not to accept or consider unsolicited ideas from outside FoW Partners, including ideas for new or improved products or packaging, technologies, product names, or promotion or marketing strategies. Should you submit an idea to FoW Partners, despite FoW Partners’ policy, FoW Partners will treat the information as non-confidential and non-proprietary and FoW Partners will be free to use the information for any purpose and will not be obligated to return or acknowledge receipt of your submitted information.
Optional Functionality. As a condition to using certain optional content, functionality, plug- ins, applications, tools, or other aspects on or of the Site, you may be required to agree to additional licenses, attestations, user agreements, or other agreements, as applicable, or otherwise opt in, provide authorization, or acknowledge a pop-up or other notice and will comply with the agreements, restrictions, and limitations contained in any such further agreements or other documentation (collectively, “Further Agreements”). You agree that we are entitled to rely on any such Further Agreements or other documentation and all Further Agreements are incorporated in and made part of this Agreement.
Security Measures. We do not represent or warrant that the Site will be completely secure. You further acknowledge that we rely on internal and third-party systems, equipment, and networks for communications and connectivity. Further, there are risks inherent in internet connectivity that can result in interruptions in services, loss or corruption of data and you acknowledge that there are risks inherent in maintaining content in a remote server and software network (cloud-based) environment, including the risk of hacking or other unauthorized third-party access to content. You will comply with all applicable security and other procedures imposed by or applicable to the network or platform that you use to access, use, or submit User Content to the Site.
3. NO OFFER OF SECURITIES; NO ADVICE
THIS SITE AND THE INFORMATION INCLUDED HEREIN ARE FOR GENERAL INFORMATION PURPOSES ONLY. UNDER NO CIRCUMSTANCES SHOULD ANY MATERIAL AT THE SITE BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY, FUTURE OR OTHER FINANCIAL PRODUCT OR INSTRUMENT, INCLUDING ANY INTEREST IN ANY INVESTMENT FUND SPONSORED OR MANAGED BY FOW PARTNERS OR ITS AFFILIATES OR ANY INVESTMENT ADVISORY SERVICES OFFERED BY FOW PARTNERS OR ITS AFFILIATES. ANY SUCH OFFER OR SOLICITATION CAN AND WILL BE MADE ONLY BY MEANS OF THE APPLICABLE CONFIDENTIAL OFFERING MEMORANDUM OF EACH SUCH INVESTMENT FUND OR OTHER APPLICABLE DOCUMENT, ONLY IN JURISDICTIONS IN WHICH SUCH AN OFFER WOULD BE LAWFUL AND ONLY TO INVESTORS WHO MEET THE INVESTOR SUITABILITY AND SOPHISTICATION REQUIREMENTS OF EACH SUCH INVESTMENT FUND AS DETERMINED FROM TIME TO TIME BY FOW PARTNERS OR ITS AFFILIATES IN ITS SOLE AND ABSOLUTE DISCRETION. NO CLIENT RELATIONSHIP IS CREATED BY OR UNDER THESE TERMS OF USE OR FROM YOUR USE OF THE SITE.
Such requirements may include, among other things, qualifying as an “accredited investor” within the meaning of the U.S. Securities Act of 1933, as amended; a “qualified client” within the meaning of the U.S. Investment Advisers Act of 1940, as amended; a “qualified eligible person” within the meaning of the U.S. Commodity Exchange Act, as amended; and/or a “qualified purchaser” within the meaning of the rules promulgated under the U.S. Investment Company Act of 1940, as amended. Access to information about the investment funds managed by, or advisory services offered by, FoW Partners or its affiliates is similarly limited to investors who meet the applicable investor suitability, experience and sophistication requirements. You acknowledge that participation in investment funds or investment advisory services is speculative in nature, involves a high degree of risk and is intended only for experienced and sophisticated investors.
This Site is also not intended to provide any investment, financial, legal, regulatory, accounting, tax or similar advice, and nothing on this Site should be construed as a recommendation, by FoW Partners or its affiliates or any third party, to acquire or dispose of any investment or security, or to engage in any investment strategy or transaction. Any tools displayed on the Site are not personalized to any user, company or group or type of users, companies or groups (including regarding the age, income, cash holdings, assets, tax status, experience and objectives of any user, or the industry, experience, resources, financial status or business or other objectives or unique characteristics of any company or group) and are provided for illustrative purposes only. Such tools are intended to supplement, and not replace, the quantitative and qualitative evaluation of a company’s employment characteristics and other corporate operational metrics. The assessment tool is based upon certain assumptions. Other events or criteria that were not taken into account could affect the output of the tool and in particular, the “Good Jobs Score” generated for a particular company. Any underlying assumptions used in preparing the GJS Assessment Tool should not be construed to be indicative of any actual events that will occur, which are difficult to predict and will depend upon factors that are not reflected in such tool. You should consult your own investment, legal, tax and/or similar professionals regarding your specific situation and any specific decisions. FoW Partners, LP is registered with the United States Securities and Exchange Commission (the “SEC”) as an investment adviser. Even so, as stated above, no material on the Site should be construed as or relied upon as investment or business advice or any other type of advice. Investment advisory services from FoW Partners are available only to persons who become clients of FoW Partners pursuant to an investment advisory agreement with FoW Partners. Registration with the SEC, with any state securities authority or with any other regulatory authority does not imply a certain level of skill or training.
4. PASSWORD-PROTECTED AREAS
As applicable, portions of the Site which are password-protected may be accessed only by users who have been issued passwords by an authorized representative of FoW Partners. No one may obtain or attempt to obtain unauthorized access to such parts of the Site, or to any other protected materials or information, through any means not intentionally made available by FoW Partners for their specific use. Unauthorized individuals attempting to access, or actually accessing, these areas can be subject to criminal and/or civil prosecution.
During any registration process, as applicable, you must provide complete and accurate information about yourself during the registration process. In such cases, as applicable, (i) it is your responsibility to maintain the currency, completeness, and accuracy of your password and registration data and any loss caused by your failure to do so is your responsibility, (ii) you may not have a user name or ID that is indecent or distasteful or that we otherwise determine in our discretion is unacceptable, (iii) you are solely responsible for maintaining the confidentiality of your password and account and for any and all activities that occur under your account, and (iv) you agree to notify FoW Partners immediately of any unauthorized use of your account. You further agree not to email, post, or otherwise disseminate or disclose any user name, ID, password, or other information that provides you access to the Site. FoW Partners is not liable for any loss that you may incur as a result of the unauthorized use of your password or account, either with or without your knowledge.
5. PRIVACY POLICY
FoW Partners’ Privacy Policy posted on this Site applies to your use of this Site. Please read our Privacy Policy posted on this Site for more information about our information collection and use practices and our use of cookies. Your use of this Site signifies your consent to FoW Partners’ practices and use as described in the Privacy Policy posted on this Site.
6. NO RELIANCE
You agree that FoW Partners and/or its affiliates and licensors and independent contractors shall not be liable for any use of, or errors or delays in the content of, any information or Site Content provided through the Site or FoW Partners Content, or for any actions taken by you or any third party in reliance thereon. The Site Content has been obtained from sources considered reliable, but such information is not guaranteed. While FoW Partners uses reasonable efforts to update the Site Content, FoW Partners and its affiliates make no representations or warranties as to the accuracy, continued availability, reliability or completeness of any Site Content, including without limitation any FoW Partners Content, or User Content at, linked to or on the Site. Any Site Content is subject to change without notice. As noted above, permission by FoW Partners to access this Site should not be construed as, or relied upon as, investment, financial, legal, regulatory, accounting, tax, business or similar advice. None of the statements or content made available on the Site should be construed to guarantee results of any kind, including with respect to improved business or financial performance. You acknowledge that any reliance on such material or systems will be at your own risk. FoW Partners makes no representations regarding the amount of time that any FoW Partners Content or User Content will be preserved.
7. MATERIALS TO BE CONSULTED IN THEIR ENTIRETY
Neither we nor any of our affiliates endorse, verify, evaluate or guarantee the use of the assessment tool (or any results, analysis or scores it provides) or any information provided by users, and nothing shall be considered as an endorsement, verification or guarantee of any User Content or other Site Content (including the use of the assessment tool or any results, analysis or scores it provides). You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which contain or suggest an endorsement by FoW Partners and/or its affiliates without the prior review and written approval of FoW Partners.
All Site Content are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions, disclosures, hedge clauses and any copyright or proprietary notices, including those contained in these Terms of Use. Any disclaimers, restrictions, disclosures or hedge clauses apply to any partial document or material in the same manner as they do the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.
8. LINKS TO THIRD PARTY WEB SITES
FoW Partners has not reviewed any of the websites that may be linked to the Site, and is not responsible for the content of off-site pages or any other website linked or linking to this Site. Neither we nor our affiliates are responsible for the privacy or commercial practices of such other websites. Your linking to or use of any websites other than this Site is at your own risk. FoW Partners’ inclusion of links to other websites does not imply any endorsement of any kind by FoW Partners and/or its affiliates of the material located on or linked to by such websites (and should not be deemed as such by any user of the Site) nor do they imply any endorsement by the third party of the Site or of the link. FoW Partners disclaims any responsibility for the products or services offered or the information contained on any websites other than this Site.
9. NO WARRANTY
YOU EXPRESSLY AGREE THAT USE OF THE SITE AND FOW PARTNERS CONTENT IS AT YOUR OWN RISK AND FOW PARTNERS AND ITS AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, REPRESENTATIVES, AGENTS OR EMPLOYEES, LICENSORS AND INDEPENDENT CONRACTS HAVE NO LIABILITY OR OBLIGATION TO YOU WITH RESPECT TO ANY PORTION OF THE SITE AND FOW PARTNERS CONTENT AND SHALL NOT BE LIABLE TO YOU IN ANY WAY EXCEPT TO THE EXTENT REQUIRED BY LAW. FOW PARTNERS AND ITS AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, REPRESENTATIVES, AGENTS OR EMPLOYEES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, FOW PARTNERS CONTENT, OR USER CONTENT AND/OR THE ACCURACY, ADEQUACY, RELIABILITY, TIMELINESS, COMPLETENESS, SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THROUGH THE SITE. THE SITE AND ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND, AND ON AN “AS AVAILABLE” BASIS. FOW PARTNERS AND ITS AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, REPRESENTATIVES, AGENTS OR EMPLOYEES, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE SITE, FOW PARTNERS CONTENT, USER CONTENT, ANY MATTER RELATED TO THE SITE AND SUCH INFORMATION AND MATERIALS ON THE SITE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY. FOW PARTNERS AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, REPRESENTATIVES, AGENTS OR EMPLOYEES EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS AND OMISSIONS IN THE SITE OR THE INFORMATION AND MATERIALS CONTAINED THEREIN, AND SUCH PERSONS DO NOT WARRANT THAT (I) THE SITE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED, (III) ANY CONTENT, SYSTEMS, EQUIPMENT, NETWORK FOR COMMUNICATIONS AND CONNECTIVITY, OR SOFTWARE AVAILABLE ON OR THROUGH THE SITE OR BY FOW PARTNERS SERVICE PROVIDERS IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THE RESULTS OF USING THE SITE WILL MEET YOUR REQUIREMENTS. FOW PARTNERS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO, AND DOES NOT GUARANTEE, THE ACCURACY, TIMELINESS, COMPLETENESS, USEFULNESS, OR LEGALITY OF THE SITE, INCLUDING THE CONTENT AND ASSESSMENT TOOL AND ANY RELATED SERVICES.
You acknowledge that you are aware that by using the Site you may be subject to security and privacy exploitations, including, eavesdropping, sniffing, spoofing, hacking, breaking passwords, harassment, exposure to objectionable material, posturing, and/or other security or privacy hazards.
FOW PARTNERS AND ITS AFFILIATES AND OURS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, REPRESENTATIVES, AGENTS OR EMPLOYEES ASSUME NO RESPONSIBILITY FOR, AND MAKE NO WARRANTIES THAT, INFORMATION, SERVICES OR FUNCTIONS CONTAINED AT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES, WORMS, “TROJAN HORSES” OR OTHER HARMFUL COMPONENTS. FOW PARTNERS AND ITS AFFILIATES AND OURS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, REPRESENTATIVES, AGENTS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY TYPE OR KIND TO YOUR COMPUTER, VIRUSES THAT MAY INFECT YOUR COMPUTER, OR SERVICES REPAIRS OR CORRECTIONS THAT MUST BE PERFORMED ON YOUR COMPUTER OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS OR USE OF THE SITE.
10. LIMITATION OF LIABILITY; INDEMNIFICATION
IN NO EVENT SHALL FOW PARTNERS AND ITS AFFILIATES AND OURS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, REPRESENTATIVES, AGENTS OR EMPLOYEES BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, LOST PROFITS OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) THE USE OF OR INABILITY TO ACCESS AND/OR USE THE SITE OR SITE CONTENT (INCLUDING, WITHOUT LIMITATION, THE ASSESSMENT TOOL AND METHODOLOGY AND SCORING GUIDE) OR WITH ANY DELAY IN USING THE SITE OR SITE CONTENT (INCLUDING, WITHOUT LIMITATION, THE ASSESSMENT TOOL AND METHODOLOGY AND SCORING GUIDE), INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, TRADING, PROFITS, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL, USE, OPPORTUNITY OR DATA; (II) SITE CONTENT, INCLUDING WITHOUT LIMITATION, FOW PARTNERS CONTENT, USER CONTENT, OR ANY OTHER INFORMATION, TOOL AND MATERIALS CONTAINED ON, LINKED TO OR OBTAINED THROUGH THE SITE; OR (III) OTHERWISE ARISING OUT OF THE ACCESS TO AND/OR USE OF THE SITE OR SITE CONTENT (INCLUDING, WITHOUT LIMITATION, THE ASSESSMENT TOOL AND METHODOLOGY AND SCORING GUIDE); NOR SHALL FOW PARTNERS AND ITS AFFILIATES AND OURS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, REPRESENTATIVES, AGENTS OR EMPLOYEES BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM ACTIONS, MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND FOW PARTNERS’ REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THE SITE’S RECORDS, PROGRAMS, TOOLS OR SERVICES. IN ANY CASE WHETHER BASED ON THEORIES ARISING IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR GROSS NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. THE FOREGOING LIMITATIONS APPLY EVEN IF FOW PARTNERS AND ITS AFFILIATES AND OURS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, REPRESENTATIVES, AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES OR COULD HAVE FORESEEN THE DAMAGES. FURTHER, NONE OF FOW PARTNERS AND ITS AFFILIATES AND OURS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, REPRESENTATIVES, AGENTS OR EMPLOYEES WILL BE RESPONSIBLE FOR ANY FAILURE TO COMPLY, BY YOU OR ANY THIRD PARTY, WITH THESE TERMS OF USE OR WITH APPLICABLE FEDERAL, STATE AND/OR LOCAL LAWS. SOME JURISDICTIONS LIMIT THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF ANY PART OF THE EXCLUSIONS OR DAMAGES OR LIMITATION OF LIABILITY SET FORTH ABOVE IS UNENFORCEABLE UNDER APPLICABLE LAW, THE AGGREGATE LIABILITY OF FOW PARTNERS AND ITS AFFILIATES AND OURS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, REPRESENTATIVES, AGENTS AND EMPLOYEES WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY SUCH LAW. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL FOW PARTNERS AND ITS AFFILIATES AND OURS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, INVESTORS, CLIENTS, REPRESENTATIVES, AGENTS OR EMPLOYEES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SITE IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE OCCURRED OR $50, WHICHEVER AMOUNT IS LOWER.
These limitations of liability will apply regardless of: (i) any negligence or gross negligence of FoW Partners and its affiliates and ours and their respective officers, directors, members, principals, investors, clients, representatives, agents or employees or (ii) whether the liability arises in negligence, gross negligence, strict liability, contract, tort (including negligence or gross negligence) or any other theory of legal or equitable liability, including in connection with the content and any support services, for any lost profits, data loss, cost of procurement of substitute goods or services, or for special, indirect, incidental, punitive, compensatory, or consequential damages of any kind whatsoever (even if advised of the possibility of such damages); and will remain in effect even if any remedy fails of its essential purpose.
Your sole remedy for dissatisfaction with your use of the Site or Site Content (including, without limitation, the assessment tool and methodology and scoring guide) is to stop using the Site or Site Content (including, without limitation, the assessment tool and methodology and scoring guide).
You hereby agree, at your own expense and to the fullest extent permitted by law, to indemnify, defend and hold FoW Partners and its affiliates and ours and their respective officers, directors, members, principals, investors, representatives, agents, employees, licensors and independent contractors harmless from and against any claim, liability, action, suit, proceeding, loss, damage, expense or demand, including reasonable attorneys’ fees (collectively, “Losses”), as and when incurred, whether judicial, administrative, investigative, or otherwise, of whatever nature, known or unknown, liquidated or unliquidated, that arise from or relate to (a) any inaccuracy, error, or delay in, or omission of (i) any such data, information, or message within the FoW Partners Content, (ii) the transmission or delivery of any such data, information, or message; (b) any Losses arising from or occasioned by (i) any such inaccuracy, error, delay, or omission, (ii) non-performance, or (iii) interruption of any such data, information or message, due either to any negligence or gross negligence act or omission by FoW Partners and its affiliates and their licensors and independent contractors or to any Force Majeure (as defined below); and (c) any (i) use or misuse of, or access to, the Site by you, (ii) breach by you of these Terms of Use or any of the representations, warranties and covenants made by you herein, (iii) your fraud, willful misconduct, gross negligence, or breach of law, or (iv) any claim that any User Content infringes or misappropriates any intellectual property or other right or property of any person or entity. You shall cooperate as fully as reasonably required or requested in the defense of any such claim. FoW Partners and/or its affiliates reserves the right, at its or their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of FoW Partners and/or its affiliates.
11. GENERAL
Both you and FoW Partners acknowledge and agree that no partnership is formed and neither of you nor FoW Partners has the power or the authority to obligate or bind the other. These Terms of Use are governed by the internal laws of the State of New York, without reference to its conflicts of laws provisions. You consent to the jurisdiction of, and venue shall lie in, any federal or state court located in the Borough of Manhattan, New York City as the exclusive jurisdiction and venue for the adjudication of all disputes arising out of or relating to the use of the Site. You hereby appoint the Secretary of State of the State of New York as your agent for service of process in any such proceeding. You agree that, to the extent permitted by applicable law, any and all disputes, claims, and causes of action arising out of or connected with the Site and/or these Terms of Use, will be resolved individually, without resort to any form of class action. These Terms of Use operate to the fullest extent permissible by law.
Any notice to FoW Partners shall be given in writing and sent by registered mail to FoW Partners, LP, 100 Commercial Street, Suite 220, Portland, ME 04101, Attention: Edward Demetriou, Managing Partner, COO, or at such successor address as designated by FoW Partners in its sole discretion from time to time.
The failure of FoW Partners to comply with these Terms of Use because of an act of God, war, floods, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of FoW Partners (“Force Majeure”), shall not be deemed a breach of these Terms of Use.
If FoW Partners fails to act with respect to your breach or anyone else’s breach on any occasion, FoW Partners is not waiving its right to act with respect to future or similar breaches.
If any provision of these Terms of Use is held to be invalid or unenforceable in any jurisdiction, such provision shall be deemed modified to the minimum extent necessary so that such provision shall no longer be held to be invalid or unenforceable, and these Terms of Use shall be interpreted so as to achieve the intent expressed herein to the greatest extent possible in the jurisdiction in question. Any such modification, invalidity or unenforceability shall be strictly limited both to such provision and to such jurisdiction.
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