Terms of Use

This Terms of Use was last updated and effective as of March 1, 2020.

IMPORTANT!  THESE TERMS OF USE GOVERN YOUR USE OF THIS WEBSITE AND ALL ACCOMPANYING PAGES AND APPLICATIONS (COLLECTIVELY, THE “WEBSITES”) AND CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND ARBORIS, LLC, A DELAWARE LIMITED LIABILITY COMPANY, AND ITS SUCCESSORS AND ASSIGNS (COLLECTIVELY, “ARBORIS”).  BY REGISTERING WITH THE WEBSITES OR USING THE WEBSITES, you are indicating your acceptance of these TERMS OF USE AND your INTENT TO BE LEGALLY BOUND HEREBY.  IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE THE WEBSITES.  YOU MAY NOT USE THE WEBSITES OR ANY THE SERVICES THEY MAY OFFER UNLESS YOU ARE AT LEAST 18 YEARS OF AGE OR OLDER.

Arboris may modify these Terms of Use at any time.  The date of the last revision of these Terms of Use is set forth above at the top of this page and should be checked by you periodically, as they are binding on you.  Your continued use of the Websites after changes have been posted to these Terms of Use will constitute your acceptance of all such changes.

THESE TERMS OF USE CONTAIN LIMITATIONS ON ARBORIS’ LIABILITY AND DAMAGES RECOVERABLE BY YOU, WAIVERS OF WARRANTIES AND OF INDIVIDUAL CLASS ACTION AND JURY TRIALS AND THE EXCLUSIVE FORUM AND VENUE FOR DISPUTES IS ARBITRATION WHICH WILL TAKE PLACE IN JACKSONVILLE, DUVAL COUNTY, FLORIDA.

Arboris offers you access to the data contained on the Websites solely for your use in learning about Arboris’ services and offerings, and you agree to access the Websites only for purposes permitted by these Terms of Use.

  1. Representations and Warranties by You

You represent and warrant that you are over the age of majority and legally competent to enter into these Terms of Use, and that you are using the Websites solely to learn about Arboris’ services and to inquire with them about such opportunities.  You understand and acknowledge that the Websites are owned, operated and maintained by Arboris for the benefit of Arboris.

  1. Use of Site Materials

You agree that any electronic or printed information, data, images, videos, photographs, artwork or other content contained on the Websites (“Site Materials”), constitute the copyrightable or copyrighted and proprietary property of Arboris or third parties.  You may only use the Site Materials solely for your private use to view the content as it appears on the Websites and for no other purposes or uses.  You will not commercialize, copy, create derivative works of, download, license, modify, relicense, repurpose, reuse, reverse engineer, sell, sublicense or swap the Site Materials, nor will you assist others in doing so.

Unless indicated otherwise, all logos, names, service marks, trade dress, trademarks and trade names are proprietary to Arboris in the United States and other countries and may not be used by you or anyone for any purpose without Arboris’ prior express written consent.

  1. Your Use of the Websites

Arboris reserves the right, without notice and in its absolute and sole discretion, to terminate your access and use of the Websites, and to block or prevent future access to and use of the Websites.  You do not have the right to, and agree that you will not:

    1. frame, use or utilize framing techniques to enclose any portion of the Websites (including the images found at the Websites or any text or the layout/design of any page or form contained on a page);
    2. interfere with the proper working of the Websites;
    3. make derivative uses of the Websites or the Site Materials;
    4. market, sell or make commercial use of the Websites or any Site Materials;
    5. publish, publicly perform or display, or distribute to any third party any Site Materials, including reproduction on any computer network or broadcast or publications media; or
    6. systematically collect and use any data or content, including through the use of any spiders, scrapers, robots, or similar data gathering, mining or extraction methods.

You will use your best efforts to cooperate with Arboris on reasonable conditions and terms in the event Arboris deems it necessary to seek to enjoin or otherwise prohibit the unauthorized use of the Site Materials by a third party, which use may have resulted from your access to the Websites.

  1. Intellectual Property

The Websites contain proprietary information that that is protected by applicable intellectual property and other laws, and you acknowledge and agree that the proprietary information is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.  If you believe that any content posted to, or linked from, the Websites infringes upon your copyright rights, please contact Arboris for assistance.

  1. Third Party Websites

You understand and agree that you may be able to link from the Websites to websites or web pages owned or operated by, or on behalf of, parties other than Arboris.  If you are able to link to such other websites or web pages, you understand and agree that any products, services, or information available at such other websites or web pages, and the conditions and terms under which such products, services, and information are being offered, are being provided or determined solely by the entities that own or operate such sites or pages, and not by Arboris.  Arboris is not responsible or liable for the content of any linked websites nor the accuracy of any information provided therein.  Arboris does not make any representations or warranties with respect to such third-party websites and is not responsible for their accuracy, sufficiency, veracity, completeness or timeliness.  If you access third party websites from the Websites, you do so at your own risk.  Hyperlinks to third party websites do not imply that Arboris endorses the content on, or the business of, the hyperlinked websites.  You are solely responsible for determining the integrity and reliability of the information on the Websites as well as any information found on third party websites linked to the Websites.  You agree that Arboris shall not be responsible for any loss or damage of any sort relating to your dealings with such third parties.  You are responsible for reviewing the applicable terms of use agreements and privacy policies of the third-party websites.

  1. DISCLAIMER OF WARRANTIES

ALL CONTENT ON THE WEBSITES IS PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND OR NATURE EITHER EXPRESS OR IMPLIED OR GUARANTIES WITH REGARD TO THE APPROPRIATENESS, ACCURACY, SUFFICIENCY, VERACITY, VALUE, COMPLETENESS, OR TIMELINESS OF THE WEBSITES’ CONTENT.  ARBORIS DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  NEITHER ARBORIS, ITS AFFILIATED OR RELATED ENTITIES, NOR ANY PERSON INVOLVED IN THE CREATION, PRODUCTION, AND DISTRIBUTION OF THE WEBSITES WARRANT THAT THE FUNCTIONALITY AVAILABLE ON THE WEBSITES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVER THAT MAKES THE CONTENT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  THE CONTENT THAT YOU ACCESS ON THE WEBSITES IS PROVIDED SOLELY FOR YOUR CONVENIENCE AND INFORMATION ONLY.  YOU UNDERSTAND THAT IT IS YOUR RESPONSIBILITY TO VERIFY ANY INFORMATION PROVIDED ON OR THROUGH THE WEBSITES.  ARBORIS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITES, OR AS TO THE RELIABILITY, ACCURACY OR CURRENCY OF ANY INFORMATION CONTENT, OR SERVICE PURSUANT TO YOUR USE OF THE WEBSITES.

  1. LIMITATION OF LIABILITY AND DAMAGES

NOTWITHSTANDING ANY CONDITION OR TERM CONTAINED IN THESE TERMS OF USE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

    1. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITES IS AT YOUR SOLE RISK. YOU (AND NOT ARBORIS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OF YOUR SYSTEM.  YOU EXPRESSLY AGREE THAT NEITHER ARBORIS, NOR THEIR AFFILIATED OR RELATED ENTITIES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, OR AGENTS, NOR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, PRODUCTION AND DISTRIBUTION OF THE WEBSITES, IS RESPONSIBLE OR LIABLE TO YOU OR TO ANY PERSON OR ENTITY WHATSOEVER FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF REVENUE OR SIMILAR DAMAGES; AND
    2. THE TOTAL, AGGREGATE, COMPLETE, COLLECTIVE AND ENTIRE LIABILITY OF ARBORIS AND ITS SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS, MEMBERS, MANAGERS, DIRECTORS, AND ANY PERSON OR ENTITY INVOLVED IN THE CREATION, PRODUCTION OR DISTRIBUTION OF THE WEBSITES OR SITE MATERIALS ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE WEBSITES OR THEIR ACCESS AND USE BY YOU, OR THE SITE MATERIALS IN ANY EVENT EXCEED THE GREATER OF (I) THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO ARBORIS FOR YOUR USE OF THE WEBSITES AND SITE MATERIALS AND THEIR ACCESS AND USE BY YOU IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE YOU INCURRED SUCH LIABILITY, AND (2) ONE DOLLAR ($1.00).

EACH CONDITION AND TERM CONTAINED IN THIS SECTION SHALL APPLY (1) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, PRODUCT LIABILITY, STRICT LIABILITY, TORT, STATUTORY OR OTHERWISE, (2) EVEN IF ANY ONE OR MORE REMEDIES PROVIDED IN THESE TERMS OF USE FAIL OF THEIR ESSENTIAL PURPOSE, AND (3) EVEN IF ARBORIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR WARRNTIES, SO THE ABOVE LIMITATION AND EXCLUSIONS AND THOSE SET FORTH IN OTHER SECTIONS MAY NOT APPLY TO YOU.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITES, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITES.

  1. Indemnification of Arboris

You agree to indemnify, defend and hold harmless Arboris and its parent, subsidiaries, affiliates, partners, shareholders, members, managers, officers, directors, employees, interns, agents, distributors, and vendors from and against any and all actual or threatened claims, demands, damages, liabilities, costs or expenses, including reasonable attorneys’ expenses and fees, resulting or arising out of your breach of any of these Terms of Use or your violation of any law or the rights of a third party.  Notwithstanding the foregoing, Arboris reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to defend, indemnify or hold harmless Arboris, and you agree to cooperate, at your expense, with Arboris’ defense of such claims.  Arboris will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

  1. Equitable and Injunctive Relief

You agree that your unauthorized use of the Site Materials will cause injury to Arboris that cannot adequately be remedied by money damages, and that Arboris shall be entitled to preliminary or permanent injunctive relief to enjoin your unauthorized use of the Websites or Site Materials, which injunctive relief shall be in addition to any other remedies available to such parties at law or equity.  If Arboris is successful in securing a preliminary injunction order against you, you waive any obligation of to post a security bond in conjunction therewith.

  1. No Relationship with You

You understand that Arboris has not entered into any form of partnership, agency, fiduciary or special relationship with you solely by granting you access to and use of the Websites.

  1. Governing Law and Venue

These Terms of Use will be governed and interpreted pursuant to the laws of the State of Florida, United States of America, notwithstanding any principles of conflicts of law.  The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.  The parties agree that these Terms of Use shall not be governed by the Uniform Computer Information Transactions Act (UCITA) should UCITA or any similar legislation be in force or later enacted in any jurisdiction governing these Terms of Use.

  1. Dispute Resolution

The parties hereto hereby stipulate that these Terms of Use involve and impact interstate commerce.  In the event of any dispute or claim arising between Arboris and you, the parties shall first attempt to resolve the dispute through direct negotiation and discussion between senior management personnel.  If the matter is not resolved within 10 days, Arboris and you knowingly, voluntarily and irrevocably agree that any controversy or claim arising between them, INCLUDING THOSE CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR THE WEBSITES OR THE SITE MATERIALS, shall be resolved EXCLUSIVELY by BINDING ARBITRATION in Duval County, Jacksonville, Florida, under the rules of the American Arbitration Association, which arbitration shall be governed by and enforceable under the Federal Arbitration Act (9 U.S.C. §§ 1-16), and judgment on the award may be entered by any court having jurisdiction thereof.  NO CLAIMS MAY BE BROUGHT AS A CLASS ACTION, ON A CONSOLIDATED BASIS OR ANY OTHER COLLECTIVE OR REPRESENTATIVE PROCEEDING.  The parties acknowledge and agree that any dispute about the enforceability or scope of these Terms of Use to arbitrate shall be decided by the arbitrator.  All arbitration proceedings shall be maintained in strict confidence.  The parties’ mutual promises contained herein, including to arbitrate certain disagreements, rather than litigate them before courts or other bodies, provide consideration for each other for this entire clause.

  1. NO CLASS ACTIONS AND WAIVER OF JURY TRIAL

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE WEBSITES, THE SITE MATERIALS OR SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING.  YOU AGREE THAT, BY ENTERING INTO THESE TERMS OF USE, YOU AND ARBORIS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, COUNTERCLAIM OR CROSS-CLAIM BROUGHT BY ARBORIS OR YOU, AND ARE ALSO WAIVING THE RIGHT TO PARTICIPATE IN OR BE REPRESENTED IN ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

  1. Cooperation with Law Enforcement

Arboris reserves the right to fully cooperate with any law enforcement or duly authorized regulatory authorities or court order requesting or directing Arboris to disclose any content, data, information, the identity of anyone posting content or using the Websites or publishing or otherwise making available any materials that are believed to violate these Terms of Use.  BY ACCEPTING THESE TERMS OF USE, YOU WAIVE, RELEASE AND HOLD ARBORIS AND ARBORIS’ AGENTS HARMLESS FROM AND AGAINST ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ARBORIS DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER ARBORIS OR LAW ENFORCEMENT OR DULY AUTHORIZED REGULATORY AUTHORITIES.

  1. Your Submissions to the Websites

Some of the services offered by Arboris on the Websites may allow you and others to post, transmit, display, publish, distribute, or otherwise submit public user generated material and content (a “Submission“) to the Websites, including content images, data, information, video, and other files and materials.

    1. Inappropriate Submissions

You agree not to post any Submission to the Websites that: contains vulgar, profane, abusive, hateful, or sexually explicit language, epithets or slurs, text in poor taste, inflammatory attacks of a personal, sexual, racial or religious nature, or expressions of bigotry, racism, discrimination or hate; is defamatory, threatening, disparaging, inflammatory, false, misleading, deceptive, fraudulent, inaccurate, or unfair, contains gross exaggeration or unsubstantiated claims, violates the privacy rights or right of publicity of any third party, is unreasonably harmful or offensive to any individual or community, contains any actionable statement, or tends to mislead or reflect unfairly on any other person, business or entity; unfairly interferes with any third party’s uninterrupted use and enjoyment of the Websites; advertises, disparages, promotes or offers to trade any goods or services in any manner that does not comport with the purpose or spirit of the Websites, is intended primarily to promote a cause or movement, whether political, religious or other; contains copyrighted content (copyrighted articles, illustrations, images, text, or other content) without the express permission of the owner of the copyrights in the content; constitutes, promotes or encourages illegal acts, the violation of any right of any individual or entity, the violation of any local, state, national or international law, rule, guideline or regulation, or otherwise creates liability; discloses any personal identifying information relating to or images of a minor without consent of a parent, guardian or educational supervisor; infringes any copyright, trademark, patent, trade secret, or other intellectual property right; contains viruses or other harmful, disruptive or destructive files; or is inappropriate for minors to view; links to any commercial or other websites; contains any content that is unlawful or in appropriate as determined by Arboris in its sole and absolute discretion; and/or is not otherwise in compliance with these Terms of Use.

    1. Your Representations and Warranties

Each time you provide a Submission to the Websites, you represent and warrant that you have the right to provide such Submission, which means:

      1. You are the author of the Submission or the owner of all copyright and other intellectual property rights therein;
      2. The Submission is not protected by copyright law; or
      3. You have express permission from the copyright and other intellectual property rights owner to use the Submission in connection with the Websites; and you have the right to grant Arboris the license set forth below, and your use of the Websites and the Submissions does not violate Arboris’ Terms of Use applicable to the Websites to which you post the Submission.
    1. License Grant to Arboris

You grant Arboris, its affiliates, and related entities a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, copy, modify, create derivative works, display, store, publish, transmit, perform, distribute, reproduce any Submission you provide to Arboris in any form, media, software or technology of any kind now existing or developed in the future.  Without limiting the generality of the previous sentence, you authorize Arboris to include the Submission you provide in a searchable format that may be accessed by users of the Websites.  You also grant Arboris and its related entities the right to use any of your information included with any Submission in connection with the use, reproduction or distribution of such Submission.  You also grant to Arboris the right to use the Submission and any facts, ideas, concepts, know-how or techniques contained in any Submission or communication you send to Arboris for any purpose whatsoever, including developing, marketing and/or promoting products and services.  You grant all rights described in this section in consideration of your use of the Websites, without compensation of any sort to you.

    1. Disclaimer of Responsibility for Submissions

Arboris does not endorse any Submissions, nor does any Submission necessarily represent the views of Arboris or their subsidiaries and affiliates, agents, officers or directors.  You acknowledge and agree that Arboris does not control all Submissions, and Arboris disclaims any responsibility for such Submissions.  Arboris specifically disclaims any duty, obligation, or responsibility, to review, screen, refuse to post, remove, or edit any Submission.  In addition, Arboris does not represent or warrant that any other content or information accessible via the Websites is accurate, complete, reliable, current or error-free.  Arboris does not assume any responsibility or liability for any errors or omissions in the content of the Websites or in any Submission.

    1. Review and Removal of Submissions

Arboris reserves the right (but disclaims any duty, obligation or responsibility) to review, screen, refuse to post, remove in their entirety, or edit (at any time and without prior notice) any Submission.

  1. Additional Terms

Arboris’ waiver of a breach of these Terms of Use or Arboris’ failure to exercise any right under these Terms of Use shall only be effective if in writing.  It is your responsibility to provide Arboris with the appropriate contact information if a waiver is desired.  In no event shall any waiver constitute a waiver as to any other breach, whether dissimilar or similar in nature, or prevent the exercise of any right under these Terms of Use.  These Terms of Use constitute the complete, entire and only agreement between the parties regarding the subject matter contained herein and supersedes all proposals or prior agreements, whether oral or written, and all other communications between the parties relating to this subject matter.   Any modification of any term or condition of these Terms of Use shall be effective only if in writing and signed by authorized representatives of all parties.  No other act, usage or custom shall be deemed to modify these Terms of Use.  Whenever possible, each condition or term contained in these Terms of Use shall be interpreted in such a manner as to be effective and valid under applicable law.  However, if any condition or term contained in these Terms of Use or the application of any condition or term to any party or circumstance shall be prohibited by or invalid under applicable law, such condition or term shall be reduced to such scope as is reasonable and enforceable if possible.  Otherwise, such condition or term shall be severed and ineffective to the extent of such prohibition or invalidity without it invalidating the remainder of the conditions and terms contained in these Terms of Use or the application of the condition or term to the other parties or other circumstances.  The parties acknowledge and agree that headings, titles and captions for particular paragraphs, sections and subsections of these Terms of Use have been inserted solely for reference purposes and should not be used to interpret or construe the conditions and terms of these Terms of Use.  A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.  You agree that any and all communications and dealings between you, Arboris relating to the Websites and these Terms of Use may be conducted through electronic means.