Effective as of November 1, 2015
NUTRICIA LICENSE GRANT
These Terms provide to you a personal, revocable, limited, non-exclusive, royalty-free, non-sublicenseable, non-transferable license to use the Nutricia Digital Properties conditioned on your continued compliance with the terms and conditions of these Terms. You may print and download materials and information from the Nutricia Digital Properties solely for your personal use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information. The content layout, formatting, and features of and access to privileges for the Nutricia Digital Properties shall be as specified by Nutricia in its sole discretion. You also acknowledge and agree to the following: (i) Nutricia has the right to control and direct the means, manner, and method by which the Nutricia Digital Properties are provided; (ii) Nutricia may, from time to time engage independent contractors, consultants, or subcontractors to aid Nutricia in providing the Nutricia Digital Properties or use thereof; and (iii) Nutricia has the right to provide the Nutricia Digital Properties to others.
The content of the Nutricia Digital Properties is the property of or has been licensed to Nutricia and it is protected by patent, trademark and copyright laws. Except for your own personal or noncommercial use, you are prohibited from reproducing, transmitting, distributing, broadcasting, publishing, removing or altering any proprietary notices or labels, licensing, sublicensing, transferring, mirroring, framing, exploiting, renting, leasing, private labeling, or granting a security interest in or displaying these materials or user Submissions (as defined below) without the prior written consent of Nutricia. Specifically, and by way of illustration and not limitation, you may not separate and use any graphics, photographs, or other audio, visual, or video elements from the accompanying text or material without the prior express written permission of Nutricia and/or its licensor(s). Moreover, you may not (i) use any “deep link,” “page scrape,” “robot,” “spider,” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Nutricia Digital Properties or in any way reproduce or circumvent the navigational structure or presentation of the Nutricia Digital Properties to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Nutricia Digital Properties, (ii) attempt to gain unauthorized access to any portion or feature of the Nutricia Digital Properties or any other systems or networks connected to the Nutricia Digital Properties or to any Nutricia server or to any of the services offered on or through the Nutricia Digital Properties, by hacking, password “mining,” or any other illegitimate or prohibited means, (iii) probe, scan, or test the vulnerability of the Nutricia Digital Properties or any network connected to the Nutricia Digital Properties, nor breach the security or authentication measures on the Nutricia Digital Properties or any network connected to the Nutricia Digital Properties, (iv) reverse look-up, trace, or seek to trace any information on any other User of or visitor to the Nutricia Digital Properties, (v) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Nutricia Digital Properties or Nutricia’s systems or networks or any systems or networks connected to the Nutricia Digital Properties, (vi) use any device, software, or routine to interfere with the proper working of the Nutricia Digital Properties or any transaction conducted on the Nutricia Digital Properties, or with any other person’s use of the Nutricia Digital Properties, (vii) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to Nutricia on or through the Nutricia Digital Properties, (viii) use the Nutricia Digital Properties or any Submissions (as such term is described below) to harvest or collect e-mail addresses or other contact information; or (ix) use the Nutricia Digital Properties in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact Nutricia. Nutricia reserves the right to change any and all content, materials, software, applications, and other items used or contained in the Nutricia Digital Properties at any time without notice. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COPYING OR REPRODUCING ANY SERVICES, PROGRAMS, INFORMATION, OR MATERIALS PROVIDED BY NUTRICIA TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.
By downloading, accessing, or using the Nutricia Digital Properties in order to view any information and materials, register or enter into a transaction with or through Nutricia for any reason, or submit information of any kind, you represent that you are at least eighteen (18) years of age or the legal age of majority and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the Nutricia Digital Properties, including, without limitation, when you provide information via a Nutricia Digital Property registration or submission form or telecommunication resource. If you provide any false, inaccurate, untrue, or incomplete information, Nutricia reserves the right to terminate immediately your access to and use of the Nutricia Digital Properties. In addition, you agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the Nutricia Digital Properties. You also acknowledge and agree that use of the Internet and access to the Nutricia Digital Properties is solely at your own risk. While Nutricia has endeavored to create a secure and reliable Digital Properties, you should understand that the confidentiality of any communication or material transmitted to/from the Nutricia Digital Properties over the Internet or other form of global communication network cannot be guaranteed. Accordingly, Nutricia is not responsible for the security of any information transmitted to or from the Nutricia Digital Properties. You must make your own determination as to such issues. Further, to use the Nutricia Digital Properties, you cannot be a person barred from using such services under the laws of the United States or other applicable jurisdictions, including the country in which you reside or from where you use the Nutricia Digital Properties. By accepting these Terms, you represent that you understand and agree to the foregoing.
REGISTRATION; USER NAME HANDLING POLICY
USER PARTICIPATION AND SUBMISSIONS
From time to time, the Nutricia Digital Properties may offer Users the ability to post content, communicate, or submit to us materials such as comments, remarks, responses, suggestions, ideas, graphics, opinions, photos, videos, entries to promotions or other information or content created by Users (“Submissions”). Any Submission you provide to us should reflect your own honest opinions, findings, beliefs or experience and you warrant that you have the rights to provide such Submissions. If you choose to share any ideas on the Nutricia Digital Properties, please note that we cannot guarantee that other Nutricia Digital Property users or third parties will not use or otherwise disseminate the ideas that you share and Nutricia shall have no liability for third party use of your Submissions. Therefore, if you have an idea that you would like to keep confidential and/or do not want others, including Nutricia to use, do not post it to the Nutricia Digital Properties. Further you agree that by using the Nutricia Digital Properties you will not upload, post, display, or transmit any of the following materials as a Submission to the Nutricia Digital Properties:
- anything that interferes with or disrupts the Nutricia Digital Properties or the operation thereof,
- statements or material that defames, harasses, abuses, stalks, threatens, intimidates, or in any way violates the rights of others,
- unauthorized copyrighted materials or any other material that infringes on the intellectual property rights, trade secrets, or privacy of others,
- statements or material that violates other contractual or fiduciary rights, duties, or agreements,
- statements or material that is bigoted, hateful, or racially offensive,
- statements or material that encourages criminal conduct or that would give rise to civil liability or otherwise violates any law or regulation in any jurisdiction,
- statements or material that constitutes anti-competitive collaboration and/or antitrust violations,
- statements or material that contains vulgar, obscene, profane, or otherwise objectionable language or images that typically would not be considered socially or professionally responsible or appropriate in person,
- statements or material that harms minors,
- statements or material that impersonates any other person or entity, whether actual or fictitious, including, without limitation, employees and representatives of Nutricia,
- statements or material that misrepresents your affiliation with any entity and/or Nutricia,
- anything that violates the privacy or publicity rights of any other person, including, without limitation, posting any personal identifying information of another individual,
- chain letters or pyramid schemes,
- statements or materials that are deceptive or misleading,
- statements or material that constitutes junk mail, spam, or unauthorized advertising or promotional materials,
- statements or material that are “off-topic” for a designated Submission, and
- files that contain malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer, network, or the Nutricia Digital Properties.
You are solely responsible for (a) any Submission you post on or through the Nutricia Digital Properties, (b) any material or information that you provide to other users (or others that view the Nutricia Digital Properties), and (c) your interaction with other Users (or others that view the Nutricia Digital Properties).
PERMISSION TO USE SUBMISSIONS
By posting a Submission on the Nutricia Digital Properties, you agree that you provide Nutricia with a nonexclusive, worldwide, fully paid-up and royalty-free, perpetual, irrevocable, transferrable, assignable and unlimited license to use, reproduce, transmit, perform, display, sublicense, and create derivative works of all or any portion of your Submission in any way that we see fit and for any purpose whatsoever. Nutricia hereby reserves the right to use the posted Submission and Nutricia and its designees may exploit, edit, modify, and distribute the content and any and all elements of such Submission, in any and all media now known or not currently known, throughout the world in perpetuity without compensation, permission or notification to you or any third party. You represent that you have all necessary rights to make the Submissions available to Nutricia, and you also acknowledge that Nutricia has no control over the extent to which any idea or information may be used by any party or person once you post or display it to a public area of the Nutricia Digital Properties (or permit such posting or display). Accordingly, notwithstanding this right and license, it is understood that by merely permitting your information, content, and materials to be collected through or appear on the Nutricia Digital Properties Nutricia has not become and is not necessarily a publisher of such information, content, and materials and is merely functioning as an intermediary to enable you to provide and display a Submission. Moreover, Nutricia assumes no responsibility for the deletion of or failure to store any Submission and recommends that you do not post, display, or transmit any confidential or sensitive information.
NO PRE-SCREENING OF SUBMISSIONS
Nutricia is not responsible for screening or editing your or another User’s Submissions and encourages all of its Users to use reasonable discretion and caution in evaluating or reviewing any Submission. Moreover, and except as provided below with respect to Nutricia’s right and ability to delete or remove a Submission (or any part thereof), Nutricia does not endorse, oppose, or edit any opinion or information provided by you or another User and does not make any representation with respect to, nor does it endorse the accuracy, acceptability, completeness, timeliness, or reliability of any advice, opinion, statement, or other material displayed, uploaded, or distributed by you or any other User. Nevertheless, Nutricia reserves the right to delete or take other action with respect to Submissions (or parts thereof) that Nutricia believes in good faith violate these Terms and/or are, or are potentially, unlawful or harmful to Nutricia or its affiliates, volunteers, services, or goodwill. If you violate these Terms, Nutricia may, in its sole discretion, delete the unacceptable content from your Submission, remove or delete the Submission in its entirety, issue you a warning, and/or terminate your use of the Nutricia Digital Properties. Moreover, it is a policy of Nutricia to take appropriate actions under the Digital Millennium Copyright Act under U.S. Copyright Law and other applicable intellectual property laws. If you become aware of Submissions that violate these rules regarding acceptable behavior or content, you may contact Nutricia as provided below.
COPYRIGHT; DESIGNATED AGENT FOR NOTIFICATION OF CLAIMS OF INFRINGEMENT
Nutricia respects the intellectual property of others, and it asks its Users to do the same. Accordingly, it is Nutricia’s policy to respond to a notice of alleged infringement that complies with U.S. Copyright Law, and in particular, the Digital Millennium Copyright Act. Responses may include removing or disabling access to content or materials claimed to be the subject of infringing activity and/or terminating your right to access and use the Nutricia Digital Properties. But, you acknowledge that you may be liable for damages, including attorneys’ fees and costs, if you materially misrepresent that a work or activity is infringing your rights. If Nutricia terminates or suspends a User’s access to or use of the Nutricia Digital Properties, Nutricia will make a good-faith attempt (as warranted) to contact the person who posted the content so that they may make counter notification pursuant to applicable laws. It is Nutricia’s policy to document all notices of alleged infringement upon which Nutricia decides to take action. As with all legal notices, a copy of the notice may be sent to one or more third parties who may make such notice available to the public. If you believe that one or more of your works have been copied in a way that constitutes copyright infringement, please provide a written notice of your claim of copyright infringement that is directed to Nutricia’s designated agent as specified below along with the following information:
- A signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed;
- A description, in reasonable detail (including any applicable URL address), of the copyrighted work that you claim has been infringed;
- A description, in reasonable detail, of where the material that you claim is infringing is located on the Nutricia Digital Properties;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your written notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
- Designated Agent: Alexandra Ramirez-Vizcaino, 100 Hillside Avenue, Third Floor, White Plains New York 10603.
Counter notification, as permitted by applicable law and, in particular, the Digital Millennium Copyright Act, may be sent to the Nutricia’s Designated Agent. All counter notifications must include responsive information to what is set forth above including any required statements or signatures.
OTHER TERMS AND CONDITIONS
Additional notices, terms, and conditions may apply to the purchase of products (e.g., terms of purchase and return policy), participation in a program, registration with Nutricia, or the use of software. You agree to abide by such other notices, terms, and conditions, as applicable. If there is a conflict between these Terms and other notices, terms, and conditions posted to the Nutricia Digital Properties, Nutricia shall resolve any conflict in good faith in its sole discretion but the latter terms shall generally control with respect to your use of that product or portion of the Nutricia Digital Properties or the applicable software.
ONLINE PURCHASES AT NEOCATE.COM
Online customers agree that purchases of product at Neocate.com are intended for personal household consumption only. Product purchased on this site is NOT intended for resale to other parties including other individuals, companies, or organizations. Online customers are limited to purchases of no more than $10,000 in a calendar year and must not have more than three email addresses per shipping address and more than three shipping addresses. Further, online customers shall not directly or indirectly sell the products, without the prior written consent of the Nutricia, to any person or entity that is located outside of the United States or its territories, or to any person or entity that the online customer knows or should have known, based on the circumstances, will or may attempt to directly or indirectly export outside the United States or its territories such products for resale. A violation of this policy could result in having your online account terminated and any further orders, including Auto Reorders, blocked and cancelled. Nutricia may also prohibit you from re-registering on its website with a different name and a different address. If you intend to purchase Neocate products for resale, you can call Nutricia’s Customer Service desk at 1-800-365-7354, Mon – Fri, 8:30 a.m. – 7:00 p.m. ET. and ask for consideration to purchase as a commercial trade account.
SWEEPSTAKES AND CONTESTS
Any sweepstakes, contests, games and/or promotional offers accessible on the Nutricia Digital Properties are governed by the official rules, specific rules and/or terms and conditions for the applicable sweepstake, contest, game or promotional offer. To the extent of any conflict between those rules and/or terms and conditions and these Terms, the rules and/or terms and conditions for the sweepstakes, game or promotional offer will govern, but only to the extent of any such conflict.
DISPUTES BETWEEN USERS
You understand and agree that you are solely responsible for your interactions with other users on the Nutricia Digital Properties. Nutricia is not responsible to monitor disputes between you and other Nutricia Digital Property Users and is not liable for any loss or damage you may incur resulting from any interaction with other Users. As a result of any such dispute or interaction in violation of these Terms, Nutricia may choose, in its sole discretion, to terminate your access to the Nutricia Digital Properties.
LINKS TO OTHER SITES AND CONTENT
The Nutricia Digital Properties may contain links to other websites operated by other companies. Nutricia North America, Inc. does not endorse, monitor or have any control over such websites. Nutricia North America, Inc. is not responsible for the content or policies of such third party websites and you understand and agree that you access such websites at your own risk.
LIMITATION OF LIABILITY AND DISCLAIMERS
THE INFORMATION, SOFTWARE FUNCIONTLIATY, AND MATERIALS AVAILABLE ON OR THROUGH THE NUTRICIA DIGITAL PROPERTIES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. NUTRICIA MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE PROGRAMS, SERVICES, PRODUCTS, SOFTWARE, MATERIALS, AND INFORMATION AVAILABLE ON THE NUTRICIA DIGITAL PROPERTIES FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS (TO THE FULLEST EXTENT OF THE LAW) ALL NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. NUTRICIA DOES NOT WARRANT OR REPRESENT THAT THE NUTRICIA DIGITAL PROPERTIES WILL BE ERROR FREE OR THAT ACCESS TO IT WILL BE UNINTERRUPTED OR THAT ANY MESSAGE, FILE, AND/OR INFORMATION WILL BE STORED, ARCHIVED, OR DOWNLOADED FROM THE NUTRICIA DIGITAL PROPERTIES IN A MANNER FREE OF VIRUSES OR CONTAMINATION OR OTHER DESTRUCTIVE FEATURES. NUTRICIA EXPRESSLY DISCLAIMS ANY DUTY TO UPDATE OR REVISE THE MATERIALS ON THE NUTRICIA DIGITAL PROPERTIES, ALTHOUGH NUTRICIA MAY MODIFY THE MATERIALS ON THE NUTRICIA DIGITAL PROPERTIES AT ANY TIME WITHOUT NOTICE.
You expressly absolve and release Nutricia from any claim of harm resulting from a cause beyond Nutricia’s control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions. MOREOVER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, NUTRICIA SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DIRECT, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES SUCH AS LOST PROFITS OR DATA, RELATED TO YOUR USE OF THE NUTRICIA DIGITAL PROPERTIES WITH THE DELAY OR INABILITY TO USE THE NUTRICIA DIGITAL PROPERTIES, THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE OR TELECOMMUNICATION FUNCTIONALITY, AND MATERIALS AVAILABLE THROUGH THE NUTRICIA DIGITAL PROPERTIES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF NUTRICIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NO MEDICAL ADVICEv
NEITHER NUTRICIA NOR THE NUTRICIA DIGITAL PROPERTIES PROVIDE MEDICAL ADVICE. THE NUTRICIA DIGITAL PROPERTIES ARE FOR EDUCATIONAL USE ONLY. NOTHING CONTAINED IN THE NUTRICIA DIGITAL PROPERTIES IS OR SHOULD BE CONSIDERED, OR USED AS A SUBSTITUTE FOR, MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. THE NUTRICIA DIGITAL PROPERTIES, INCLUDING THE MATERIAL AND ANY RELATED SERVICES OR INFORMATION, DOES NOT CONSTITUTE THE PRACTICE OF ANY MEDICAL, NURSING OR OTHER PROFESSIONAL HEALTH CARE ADVICE, DIAGNOSIS OR TREATMENT. ALWAYS SEEK THE ADVICE OF A PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER WITH ANY QUESTIONS REGARDING PERSONAL HEALTH OR MEDICAL CONDITIONS. IF YOU HAVE OR SUSPECT THAT YOU HAVE A MEDICAL PROBLEM OR CONDITION, PLEASE CONTACT A QUALIFIED HEALTH CARE PROFESSIONAL IMMEDIATELY.
You agree to defend, indemnify and hold Nutricia, our parent and affiliates, and each of our respective officers, directors, employees, representatives and agents harmless from and against any and all claims, demands, losses, liabilities and/or damages (including attorneys’ fees and court costs) arising out of: (i) your use of the Nutricia Digital Properties; (ii) your breach or alleged breach of these Terms; (iii) your use of any third party Submission; (iv) any Submission posted by you; or (v) your alleged violation of the rights of any third party, including but not limited to claims of defamation, invasion of privacy, right of publicity, breach of confidence, infringement of copyright, trademark, patent, or any other intellectual property right.
ENFORCING SECURITY ON THE NUTRICIA DIGITAL PROPERTIES
Actual or attempted unauthorized use of the Nutricia Digital Properties may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. Nutricia reserves the right to take steps Nutricia believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms such as view, monitor, and record activity on the Nutricia Digital Properties without notice or permission from you, including, without limitation, by archiving notices or communications sent by you through the Nutricia Digital Properties. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Nutricia Digital Properties as well as to disclosures required by or under applicable law or related government agency actions. Nutricia will also comply with all court orders or subpoenas involving requests for such information. In addition to the foregoing, Nutricia reserves the right to, at any time and without notice, modify, suspend, terminate, or interrupt operation of or access to the Nutricia Digital Properties, or any portion of the Nutricia Digital Properties in order to protect the Nutricia Digital Properties, Nutricia, or Nutricia’s business.
You acknowledge that any breach, threatened or actual, of these Terms, including, without limitation, with respect to unauthorized use of Nutricia’s proprietary assets, will cause irreparable injury to Nutricia, such injury would not be quantifiable in monetary damages, and Nutricia would not have an adequate remedy at law. You therefore agree that Nutricia shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of these Terms. Accordingly, you hereby waive any requirement that Nutricia post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Nutricia to enforce any provision of these Terms.
TERM AND TERMINATION
These Terms will take effect at the moment you click “ACCEPT”, register, respond to a request for information, and/or begin downloading, accessing, or using the Nutricia Digital Properties, whichever is earliest. Nutricia reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of these Terms, to deny your access to the Nutricia Digital Properties or to any portion thereof in order to protect its name and goodwill, its business, and/or other Users, and these Terms will also terminate automatically if you fail to comply with its terms and conditions, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. You may also terminate these Terms at any time by ceasing to use the Nutricia Digital Properties, but all applicable provisions of these Terms will survive termination, as identified below, and each re-access or use of the Nutricia Digital Properties will reapply these Terms (then in effect) to you. Upon termination, you must destroy all copies of any aspect of the Nutricia Digital Properties in your possession. The provisions concerning Nutricia’s proprietary rights, Submissions, indemnity, disclaimers of warranty and liability, admissibility of these Terms, waiver and severability, entire agreement, and governing law will survive the termination of these Terms for any reason.
If any provision in the Terms is invalid or unenforceable under any applicable statute, regulation, ordinance, executive order or other rule or law, such provision shall be deemed reformed or deleted by only to the extent necessary to comply with such statute, regulation, ordinance order or rule, and the remaining provisions of these Terms shall remain in full force and effect.
The content of the Nutricia Digital Properties is solely for the purpose of promoting Nutricia products and/or programs available in the United States (including its territories). Nutricia makes no representation that the content of our Nutricia Digital Properties is appropriate or available for use in other countries or locations. If you access the Nutricia Digital Properties from locations other than the United States, you are responsible for compliance with any applicable local laws. These Terms are governed and shall be construed in accordance with the laws of the State of New York, without respect to its conflict of laws principles. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to these Terms, with the exception of arbitration, shall be an appropriate state or federal court located in the State of New York.