Terms of Use

www.rustybrick.com

Last Updated: January 9, 2018   

Welcome to www.rustybrick.com (the "Website”) operated by RustyBrick, Inc., a New York corporation with an address at 250 West Nyack Road, Suite 200, West Nyack, NY 10994 (“RustyBrick”, “we”, “our”, or “us”).  The Website enables anonymous browsers (“Visitors”) to learn about the types of services we provide to our clients (“Clients”), and enables Clients who have registered with us (“Registrants”) to utilize certain additional functionality offered by us, such as checking invoices and otherwise accessing their Client account in our task management system (the “System”).   These Terms of Use for the Website (this “Agreement”) sets forth the provisions which govern your use of the Website.

1.         This Agreement.

1.1       Acceptance. Please read this Agreement carefully before accessing the Website.  In order to use the Website, you must first agree to abide by the provisions of this Agreement.  Visitors acknowledge their adherence to this Agreement by accessing the Website.  Each Registrant indicates that such Registrant has read and agreed to be bound by the provisions of this Agreement by means of a click-through consent, where provided by RustyBrick, or otherwise upon commencing logging-on to the System.  If you do not agree to be bound by this Agreement, you are not authorized to use the Website (including without limitation accessing the System via the Website).  Furthermore, you are not authorized to use the Website if (a) you are not of legal age or otherwise do not have the legal capacity to form a binding contract with RustyBrick, or (b) you are barred from using the Website either (i) under the laws of the jurisdiction in which you reside or from which you are attempting to access the Website, or (ii) due to prior violations of this Agreement.  For the sake of clarity, if any of a Registrant’s employees, agents or other representatives are agreeing to abide by this Agreement on such Registrant’s behalf, then such Registrant and such employee, agent or other representative each hereby represents and warrants that such employee, agent or other representative is fully authorized to bind such Registrant to this Agreement.

1.2       Modifications. We reserve the right to modify this Agreement at any time.  You agree to review this Agreement periodically to be aware of any such modifications.  You further agree that your continued use of the Website after any such modifications have been made shall be deemed to be your conclusive acceptance of any modified version of this Agreement.  We will indicate that changes to this Agreement have been made by updating the date indicated after “Last Updated” at the beginning of this Agreement.  We will be happy to provide you with prior versions of this Agreement upon your written request to us. If you do not agree to abide by the initial version or any modified version of this Agreement, then you are not authorized to use the Website.  The current version of this Agreement is accessible via the footer of the Website’s homepage.

2.         Services; Registration.

2.1       Services. RustyBrick provides Clients with a variety of services further to a written agreement or in the absence of such an agreement another like understanding (the “Services”), including the capability to operate a website using RustyBrick equipment connected to a dedicated Internet connection. Each Client desiring such services must provide: (1) all equipment requested by RustyBrick, including a computer and modem or other device necessary to establish a personal connection to the Internet; (2) for Internet access and pay any telephone/cable/broadband and other like service fees associated with such access.

2.2       Registrant Profile; Password.  Upon becoming a Registrant, you will receive a user ID and password to access the System using your Client information provided by us.  You shall not allow any other individual or entity to access the Website or the System, and you shall strictly safeguard the information that would allow any individual or entity to access the Website or the System using your Client information.  You are solely responsible for your failure to strictly safeguard such information and/or otherwise to permit any other individual or entity to access or use the Website or the System by using you’re your Client information.  You may not sell or otherwise transfer your Client information or any portion thereof.  You shall notify RustyBrick immediately of any unauthorized use of your Client information or access to the System using your Client information.  RustyBrick shall not be liable for any loss that results from the unauthorized use of your Client information, either with or without your knowledge.

2.3        Accurate Information. Registrant and each of its employees, agents or representatives using the Website shall provide us with accurate, complete and current information about themselves while using the Website, and Registrant shall update all information provided by Registrant or such individuals through the Website if and as soon as such information changes.

2.4       Disabling or Revocation of Registrant Account. We have the right to disable, suspend and/or cancel your Registrant account for any reason (without having to specify the reason) or for no reason, at any time, as determined by us in our sole discretion, including without limitation if we believe you have violated this Agreement.  If we disable, suspend and/or cancel access to your Registrant account, you may be prevented from accessing the Website, your Registrant account details and/or any files relating to the Website and all other various Website materials, including without limitation all texts, comments, icons, images, message, tags, links, photographs, audio, video and other content appearing through the Website (collectively, “Content”) which is contained in or accessible through your Registrant account, all of which may be deleted by us. 

2.5       Cessation of Website.  The form and nature of the services offered through the Website may change from time to time without prior notice to you.  As part of our continuing innovation, we may stop (permanently or temporarily) providing certain Website features to you in our sole discretion, without prior notice to you.  

3.         Privacy.  RustyBrick views the protection of your privacy as an important responsibility.  The terms regulating the handling of personally identifiable information (“PII”) and other information submitted by you in connection with the Website is described in the RustyBrick privacy policy for the Website (the “Privacy Policy”).  By using the Website, you consent to the collection and use by us of your PII as well as all other information as described in the Privacy Policy.

4.         Fees; Policies & Procedures.  

4.1       Fees.   The ability of Clients to use the Website as Registrants or otherwise be receive the Services is contingent upon the timely payment of our Client fees (collectively, "Fees").  A current price list of our various Fees may be provided upon request, which price list may be updated by us, with or without notice, from time to time, upon notice to you, notwithstanding anything to the contrary in such price list.  We reserve the right to increase or otherwise modify our Fees at any time upon notice to Clients. Fees charged are non-refundable except for due to fraud or other extenuating circumstances, as determined by us in our sole discretion, or otherwise as may be expressly set forth in this Agreement.

4.2       Web Development Billing Procedures.  RustyBrick offers Clients a variety of options to pay for our web development services.  To learn more about our rates, or for other billing information contact us at: billing@rustybrick.com.

4.3       Hosting Billing Procedures.  RustyBrick offers Clients three options to pay for our hosing services: on a three (3) month, six (6) month, or twelve (12) month billing cycle. To learn more about our rates, or for other billing information contact us at: billing@rustybrick.com.

4.4       Payment Methods.  Clients may pay Fees by personal or company check (as applicable).  Clients who pay by check are mailed statements via US Postal Service, with the payment due date noted on the statement. Payments are considered late fifteen (15) days after the posted due date.  We are sorry, as of now we do not accept any other method of payment.

4.5       Suspension.  Once past due date, we have a right to suspend providing the Services to you and to freeze any account provided to you for such purposes.  Once suspended by us for failure to pay in a timely manner, you will be charged and be obligated to pay us a ten dollar ($10) reinstatement fee. All invoices and payments from the previous month will are detailed in the monthly statement that you receive.  

4.6       Cancellations; Refund Policy. All cancellations by a Client must be received by RustyBrick by email at billing@rustybrick.com as per the applicable deadline. Notice by any other means is not acceptable.  There are no refunds for Services provided on an a la carte basis, for dedicated servers or server co-location.  However, each of RustyBrick's web hosting plans carries a thirty (30) day money back guarantee, so that if you are not completely satisfied with such a service within the first thirty (30) days of your commencement of such a plan, you will be provided a full refund of the pre-paid amount excluding setup fees and overages. There are no refunds on prepaid amounts after this initial thirty (30) day money back period has elapsed.

4.7       Reinstatement Fees; Legal Fees.  Any Client account that is suspended due to non-payment will incur a $10 reinstatement fee.   A Client accounts will be suspended upon being fifteen (15) days past due in the payment of any Fees, and all data related to such an account will be completely removed from our servers upon thirty (30) days past due.  You agree to pay us any and all legal fees (including without limitation reasonable attorneys’ fees) we incur in pursuing you for past due Fees.

5.         License; Usage Restrictions.  

5.1       License.   You may use the Website for the purposes described in this Agreement for Registrants for so long as you remain a Client, and otherwise for so long as you abide by the provisions for using the Website which are set forth in this Agreement or which otherwise are communicated to you by RustyBrick from time to time. In the event that your cease to be a Client, you will no longer have access to the System via the Website.   

5.2       Usage Restrictions. You shall not (and you shall not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, translate, adapt, decompile (or attempt to copy, modify, create a derivative work of, reverse engineer, translate, adapt or decompile) or otherwise attempt to extract any software underlying the Website.  Registrant further agrees that Registrant shall not (and shall not permit anyone else to) use the Website in any manner that:

(a) is designed to interrupt, or destroys or limits the functionality of, any computer software or hardware or telecommunications equipment;

(b) interferes with or disrupts the Website, services connected to the Website, or otherwise interferes with operations or services of the Website in any way;

(c) infringes any copyright, trademark, trade secret, patent or other right of any party (including the promoting of an illegal or unauthorized copy of another person's copyrighted work), or defames or invades the publicity rights or the privacy rights of any person, living or deceased (or impersonates any such person);

(d) is false, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, all as may be determined by us in our sole discretion;

(e) causes us to lose (in whole or part), or otherwise interferes with, the services of our licensors, internet service providers or other suppliers, or our other subscribers;

(f) consists of any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

(g) links to or uses materials or other content, directly or indirectly, to which you do not have a right to link or use; or

(h) violates, or encourages others to violate, this Agreement or any ancillary agreement to this Agreement, or violates or encourages others to violate any applicable local, state, national, or international law or regulation.

6.         Intellectual Property.

6.1       Proprietary Rights.  The Website contains various Content which is protected by the copyright, trademark and other laws of the United States and/or other jurisdictions.  Other than for the express rights granted in this Agreement, as between you and RustyBrick, all right, title and interest (including without limitation all copyright, trademark, patent, trade secret and other intellectual property rights) in and to the Website (including without limitation all Content appearing therein) belongs exclusively to RustyBrick, and you have no rights in and to the Website other than as expressly set forth in this Agreement.   Except for that information which is in the public domain, no Content may be sold, leased, copied, reproduced, republished, uploaded, displayed, posted, transmitted, distributed, modified, publicly performed, used in any derivative works based thereon or otherwise used for any public or commercial purpose without the prior written consent of RustyBrick (which may be granted or denied in RustyBrick’s sole discretion).  However, you may print copies of materials on the Website for your personal, noncommercial use only, provided that you must keep intact all copyright, trademark, and other proprietary notices appearing therein and that you use such materials solely in the manner permitted by this Agreement, and not in any manner which competes with RustyBrick.

6.2       Trademarks.  RUSTYBRICK® is a registered Trademark of RustyBrick.  All other Trademarks appearing through the Website which are not indicated as being RustyBrick Trademarks are the property of their respective owners.  RustyBrick is not affiliated with, or sponsored or endorsed by, any third party trademark owner whose Trademark appears through the Website, and RustyBrick does not sponsor or endorse any third party Trademark or its owner.  As used herein, the term “Trademarks” means, collectively, all trademarks, service names, graphics, designs, logos, page headers, button icons, scripts, commercial markings, and trade dress appearing on the Website which indicate a source of goods or services.  Trademarks are protected by the trademark laws of the United States and/or other applicable jurisdictions.  You may not use, copy, reproduce, republish, distribute or modify any Trademarks in any way, including without limitation by using Content as permitted by this Agreement, without our prior written consent or the written consent of such third party Trademark holder, as applicable.                            

6.3       Removal of Notices.  You shall not remove, obscure, or alter any proprietary rights notices (including copyright and Trademark notices) which may be affixed to or contained in part of the Website, and you shall abide by all such notices.

7.         Third Parties; Links.  The Website may contain links to third parties or third party products or services (collectively, “Linked Sites”) or other third party information (including without limitation advertisements).  None of the Linked Sites nor any of your participation, correspondence and/or business dealings with any third party found on or through the Website, or any other terms, conditions, representations or warranties associated with such dealings, are under the control of RustyBrick and RustyBrick is not responsible for the content of any Linked Site or any such third party, including without limitation any changes or updates to a Linked Site or such third party information or the availability of Linked Site or such third party information.  RustyBrick does not endorse and is not responsible or liable for (a) any content, advertising, services, products, or other materials on or available through a Linked Site for from any such third party, (b) any form of transmission received from or through any Linked Site whatsoever, including without limitation any computer viruses, or (c) any loss, damage, or other matter of any sort incurred as the result of any such dealings or otherwise involving or related to any such third party.  RustyBrick is providing Linked Sites and any such other information to you for informational purposes only and as a convenience, and the inclusion of any such link through the Website does not imply an endorsement by RustyBrick of any such third party or any Linked Site or any association with its operators or owners, or an endorsement of RustyBrick by the operators or owners of such Linked Site or any such third party.  All of your activity on or in connection with any Linked Site or with any such third party shall be subject exclusively to the policies and procedures of the owner of such Linked Site or such third party, as applicable.

8.       Indemnification. You shall indemnify, defend and hold harmless each of the RustyBrick Parties from all claims, demands, actions, causes of action and/or lawsuits (each, a "Claim" and collectively, "Claims") and all resulting costs, liabilities, losses, expenses, and damages, actual and consequential, direct and indirect, of every kind and nature, including without limitation reasonable attorneys' fees and disbursements, arising out of or related to (a) your breach of any of your representations, warranties, covenants or obligations under this Agreement, (b) your negligence or misconduct (or that of anyone acting on your behalf), (c) your violation of any law or regulation (or that of anyone acting on your behalf), or (d) any Claim brought by any third party against RustyBrick related to your use of the Website which is not directly caused by RustyBrick.  You shall immediately provide RustyBrick with prompt written notice of any Claim or potential Claim of which you become aware.  Upon the assertion or commencement of any Claim against one or more of the RustyBrick Parties that may give rise to liability of any such RustyBrick Party hereunder, you shall assume the control of the defense of such Claim at your sole expense with counsel reasonably acceptable to each such applicable RustyBrick Party; provided, however, that each such RustyBrick Party may take part in and/or fully assume such defense, in its sole discretion and at its own expense, after you assume the control thereof. You shall not enter into any settlement of any Claim which any of the RustyBrick Parties believes is adverse to its interests, without receiving the prior written consent of each of the RustyBrick Parties affected by such Claim.  In no event shall any of the RustyBrick Parties be obligated to participate in any settlement which any such party reasonably believes would have an adverse effect on such party’s business interests.    

9.       DISCLAIMER OF WARRANTIES.

9.1     YOUR SOLE RISK.  THE WEBSITE AND ALL SERVICES ARE PROVIDED "AS IS", “WHERE IS” AND "AS AVAILABLE", AND YOUR USE OF THE WEBSITE AND YOUR RECEIPT OF THE SERVICES IS AT YOUR SOLE RISK.  NONE OF THE RUSTYBRICK PARTIES ASSUMES ANY RESPONSIBILITY FOR YOUR RECEIPT OF SERVICES OR YOUR USE OF THE WEBSITE INCLUDING WITHOUT LIMITATION ALL CONTENT PROVIDED THROUGH THE WEBSITE, AND NONE OF THE RUSTYBRICK PARTIES MAKES ANY PROMISE, GUARANTY, PREDICTION OF SUCCESS OR ANY CLAIM TO ANY SPECIAL EXPERIENCE, INSIGHT, OR EXPERTISE IN ENABLING YOU TO MAKE USE OF THE WEBSITE OR THE SERVICES.  NOTHING IN THIS AGREEMENT SHALL CREATE ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION BY ANY OF THE RUSTYBRICK PARTIES.  IN PARTICULAR, BUT WITHOUT LIMITING THE FOREGOING, EACH OF THE RUSTYBRICK PARTIES EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS THAT (A) YOUR USE OF THE WEBSITE OR SERVICES WILL MEET YOUR EXPECTATIONS, (B) YOUR USE OF THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS OR OMISSIONS, OR VIRUSES, (C) INFORMATION PROVIDED BY OR OTHERWISE APPEARING THROUGH THE WEBSITE OR IN USING THE SERVICES WILL BE ACCURATE, RELIABLE, COMPLETE, CURRENT OR BENEFICIAL, (D) DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE WEBSITE OR THE SERVICES WILL BE CORRECTED OR UPDATED, AND (E) WE ARE IN ANY WAY LIABLE FOR ANY LOSS OR DAMAGE WHATSOEVER THAT MAY DIRECTLY OR INDIRECTLY RESULT FROM YOUR USE OF THE WEBSITE OR THE SERVICES, WHETHER ARISING FROM OUR NEGLIGENCE OR OTHERWISE. ANY SOFTWARE, APPLICATION, COMPONENT OR INTERFACE DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE WEBSITE OR THE SERVICES IS DONE AT YOUR SOLE DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL DAMAGE TO A COMPUTER SYSTEM OR OTHER DEVICES OR THE LOSS OF DATA OR ANY OTHER LOSS, WHICH RESULTS FROM THE DOWNLOAD OR OTHER USE OF ANY SUCH SOFTWARE, APPLICATION, COMPONENT OR INTERFACE.

9.2   DAMAGES; TRANSACTIONS; NO RESPONSIBILITY. NONE OF THE RUSTYBRICK PARTIES IS RESPONSIBLE FOR OR SHALL BE LIABLE FOR YOUR INTERACTION WITH ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION ANY TRANSACTION ENGAGED IN BY YOU THROUGH THE WEBSITE OR IN CONNECTION WITH OR RELATED TO, DIRECTLY OR INDIRECTLY, YOUR USE OF THE WEBSITE OR THE PROVISION OF ANY OF THE SERVICES.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH THE WEBSITE OR IN USING THE SERVICES SHALL CREATE ANY WARRANTY OR REPRESENTATION BY ANY OF THE RUSTYBRICK PARTIES THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT, AND NONE OF THE RUSTYBRICK PARTIES SHALL HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON FOR ANY LOSS, DAMAGE, OR ADVERSE CONSEQUENCE ALLEGED TO HAVE HAPPENED OR WHICH HAS HAPPENED, DIRECTLY OR INDIRECTLY, IN CONNECTION WITH OR RELATED TO YOUR USE OF THE WEBSITE OR THE SERVICES.  SPECIFICALLY, EACH OF THE RUSTYBRICK PARTIES HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE IN CONNECTION WITH OR RELATED TO YOUR USE OF THE WEBSITE OR THE SERVICES.  FURTHER, WHILE RUSTYBRICK TAKES STEPS CONSISTENT WITH COMMERCIALLY REASONABLE INDUSTRY STANDARDS TO SECURE PII COLLECTED FROM YOU FROM LOSS, MISUSE, UNAUTHORIZED ACCESS AND ACCIDENTAL DESTRUCTION WHILE UNDER OUR CONTROL, WE CANNOT GUARANTEE THAT SUCH INFORMATION WILL NOT BE LOST, DISCLOSED OR ACCESSED BY ACCIDENTAL CIRCUMSTANCES OR BY THE UNAUTHORIZED ACTS OF OTHERS.             

10.       LIMITATION OF LIABILITY.

10.1     LIMITED LOSSES AND DAMAGES.  IN NO EVENT SHALL ANY OF THE RUSTYBRICK PARTIES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE OR THE SERVICES, WHETHER CAUSED BY OR UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION NEGLIGENCE, LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, OR ANY OTHER TANGIBLE OR INTANGIBLE LOSS OR DAMAGE.  WITHOUT LIMITING THE FOREGOING, NONE OF THE RUSTYBRICK PARTIES SHALL BE LIABLE FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED AS A RESULT OF (A) ANY RELIANCE PLACED BY YOU ON ANY CONTENT, INCLUDING WITHOUT LIMITATION ANY TECHNICAL, TYPOGRAPHICAL, PHOTOGRAPHIC OR OTHER ERROR, (B) ANY CHANGE WHICH RUSTYBRICK MAY MAKE TO THE WEBSITE OR THE SERVICES, (C) ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES OR THE WEBSITE (OR ANY SPECIFIC FEATURES OF THE WEBSITE) OR YOUR ACCESS TO THE WEBSITE OR THE SERVICES, (D) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE OR SAVE ANY CONTENT, (E) YOUR FAILURE TO PROVIDE US WITH (I) IMMEDIATE NOTICE OF ANY BREACH OF THIS AGREEMENT BY YOU OR ANY THIRD PARTY OF WHICH YOU BECOME AWARE, OR (II) ACCURATE ACCOUNT AND OTHER REQUESTED INFORMATION, (F) YOUR FAILURE TO KEEP YOUR ACCOUNT INFORMATION SECURE AND CONFIDENTIAL, OR (G) ANY TRANSACTION OR OTHER RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY WHICH OCCURRED IN CONNECTION WITH OR RELATED TO, DIRECTLY OR INDIRECTLY, USE OF THE WEBSITE OR THE SERVICES.

10.2    CAP ON LIABILITY.  IN NO EVENT SHALL ALL OF THE RUSTYBRICK PARTIES' AGGREGATE LIABILITY TO YOU AND ALL THIRD PARTIES ARISING OUT OF OR RELATED TO YOUR USE OR THEIR USE OF THE WEBSITE EXCEED ONE HUNDRED DOLLARS ($100). AND IN NO EVENT SHALL ALL OF THE RUSTYBRICK PARTIES' AGGREGATE LIABILITY TO YOU AND ALL THIRD PARTIES ARISING OUT OF OR RELATED TO YOUR RECEIPT OF THE SERVICES EXCEED THE LESSER OF (A) FIVE HUNDRED DOLLARS ($500), OR (B) THE AGREEGATE FEES PAID TO US IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM ON WHICH SUCH LIAIBLITY IS ALLEGED TO BE BASED.

10.3   EXCLUSIONS.  THE ABOVE LIMITATIONS OF LIABILITY OF THE RUSTYBRICK PARTIES IN THIS SECTION 10 SHALL APPLY WHETHER OR NOT ANY RUSTYBRICK PARTY HAS BEEN ADVISED OF, OR SHOULD HAVE BEEN AWARE OF, THE POSSIBILITY OF ANY LIABILITIES, LOSSES OR DAMAGES ARISING IN CONNECTION WITH OR RELATED TO THE WEBSITE.  SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES.  ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN SECTIONS 9 OR 10 HEREOF MAY NOT APPLY TO YOU.

11.       Governing Law; Arbitration; NO CLASS CLAIMS; Legal Fees. This Agreement and all claims arising out of or related to this Agreement, whether sounding in contract, tort or otherwise, shall be governed by and construed in accordance with the internal laws of the State of New York where applicable, excluding conflict of laws provisions thereof.  Any dispute arising out of or relating to this Agreement, including without limitation regarding any breach hereunder, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.  The arbitration will be conducted in the City of New York, State of New York, by a single arbitrator with applicable industry expertise in the field of website and app development, who shall be named in accordance with such rules. The award of the arbitrator shall be final and binding on you and each of the RustyBrick Parties (as applicable), and shall be accompanied by a statement of the reasons upon which the award is based, and such statement as well as all information concerning such arbitration proceedings including without limitation all evidence and materials submitted by the parties and any decision rendered shall be deemed to be the confidential information of RustyBrick and shall not be made public by you.  NO ARBITRATION OR CLAIM UNDER OR RELATED TO THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED.  Notwithstanding the foregoing, any of the RustyBrick Parties or you may apply to any federal or state court sitting in the County and State of New York for injunctive relief or enforcement of this arbitration provision, without breach of this arbitration provision, and you hereby submit to the exclusive jurisdiction of such courts for such purpose, and to receive service of process through certified mail or by other means sanctioned by law, and you expressly waive any claim of improper venue and any claim that such courts are an inconvenient forum.

12.        TIMELY FILING OF CLAIMS.  YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE OR ANY OF THE SERVCIES, INCLUDING WITHOUT LIMITATION YOUR USE OF THE WEBSITE OR RECEIPT OF ANY OF THE SERVICES, MUST BE FILED BY YOU PURSUANT TO SECTION 11 ABOVE WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR IS CLAIMED TO HAVE ARISEN.

13.       Notices.  All notices hereunder to us shall be given by certified mail, postage prepaid and return receipt requested, to: RustyBrick, Inc., Attn: CEO, 250 West Nyack Road, Suite 200, West Nyack, NY 10994 with an electronic copy to notices@rustybrick.com, and to Registrant by electronic mail to the email address provided to us.  Notice shall be deemed given three (3) days after the date of such mailing, and in the case of notice by electronic mail, upon the sending of such message.

14.       Assignment. You shall not assign your rights, duties or obligations under this Agreement in any manner, and any attempted assignment or delegation of such rights, duties or obligations shall be void and of no force or effect whatsoever.  This Agreement may be freely assigned by RustyBrick, in our sole discretion, to a third party, and such an assignment will inure to the benefit of our successors, assigns and/or licensees. 

15.       No Agency.  No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created between you and RustyBrick by this Agreement or by your use of the Website.

16.       Validity; Section Headings.  If any provision of this Agreement is held to be invalid, illegal, void or unenforceable by a court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, and the application of such provision to other persons or circumstances will be interpreted reasonably to effectuate the intent of the parties. Section headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of any such section.

17.       No Waiver; Survival.  Our failure to act with respect to a breach by you or others does not waive our right to act with respect to a subsequent or similar breach or subsequent or similar breaches.  If RustyBrick does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which RustyBrick has the benefit of under any applicable law or regulation), such action or inaction shall not be taken to be a formal waiver of RustyBrick’s rights, and all such rights or remedies shall still be available to RustyBrick.  The provisions of this Agreement shall survive termination or expiration to the extent necessary to carry out the intent of you and RustyBrick.

18.       Contact Us. If you have any questions or concerns regarding the Website, please contact us by e-mail at info@rustybrick.com or write to us at RustyBrick, Inc., Attn: CEO, 250 West Nyack Road, Suite 200, West Nyack, NY 10994.