We are pleased that you are interested in our Research! Please keep in mind that your participation is entirely voluntary and that you may opt out at any time.

Azurite Consulting LLC (“Azurite”) conducts market research on behalf of Azurite Consulting LLC and for Azurite clients (“Clients”). These Research Terms and Conditions (“Research Terms”) govern your participation in Azurite Consulting LLC’s surveys (“Surveys”), interviews (“Interviews”), focus groups (“Focus Groups”) and/or other market research activities (Surveys, Interviews, Focus Groups and all other market research activities are referred to collectively herein as “Research”) which are administered online (i.e. via the internet, through websites or other portals), in person, via telephone, texts, video and/or any other electronic media and/or formats. As used in these Research Terms, “we,” “us” and “our” refer collectively to Azurite; “you” and “your” refer to Research respondents or participants or individuals attempting to participate in Research. “Brand” refers to brand labels or brand websites which we manage and control to maintain the relevancy of our Research. “Affiliates” are companies that are controlled or owned by us, or companies that control us, or are under common control with us, or manage us or are our Brands.

For purposes of these Research Terms, “participate” and “participation” mean your acceptance of an invitation to respond to questions posed to you in a given Research format (e.g. an invitation to answer Survey questions). You indicate your acceptance of an invitation to participate by checking the box on a Research landing page (i.e. the web page you are taken to when you click a link on a Research invitation) (the “Acceptance Box”) signifying your agreement to and acceptance of these Research Terms and our Privacy Policy that can be found at (https://www.azuriteconsulting.com/privacy-policy) (i.e., Privacy Policy and Website Terms of Use). Once you check the Acceptance Box, you will be deemed to have participated, subject to additional and/or further modification of the terms, “participate” and/or “participation” in these Research Terms

Please read these Research Terms carefully and be sure you understand them prior to participating in the Research. These Research Terms, including all documents referenced herein, represent the entire understanding and agreement between Azurite, its Affiliates and you concerning your participation in the Research. By checking the acceptance box and participating in the Research, you have consented to these Research Terms.

Changes to the Research Terms

From time to time, these Research Terms may change. We reserve the right to modify these Research Terms without prior or any individual notice. Please review these Research Terms whenever you are invited to participate in the Research so that you will remain abreast of our current policies. The “last updated” date that appears at the top of this page indicates the last date the Research Terms were modified.

Participation in the Research

Participation in the Research may be online (through websites), in person, via telephone, texts, video and/or other electronic media and/or formats. Websites operated by or on behalf of Azurite are operated out of offices located in the United States of America. Azurite Consulting LLC and Brand websites are governed by Terms and Conditions of Use and Privacy Policies that may be accessed on the Azurite Consulting LLC Website and individual Brand websites.

Participation in the Research is subject to all applicable laws and regulations. You must be at least 18 years of age to participate in the Research. To the extent that access to, distribution and/or participation in the Research would be deemed illegal by applicable law, such access, distribution and/or participation is prohibited. Similarly, to the extent your participation in the Research would result in a violation of your obligations to past or present employers or any other third party, such participation is prohibited. If you participate in the Research, you are deemed to have confirmed your acceptance of these Research Terms. If you do not agree to abide by these Research Terms, please do not participate in the Research.

By participating in the Research, you affirm, represent and warrant that: (a) you are 18 years of age or older; (b) your participation in the Research is voluntary; (c) all information you submit in connection with the Research shall be truthful and accurate (and you will maintain the accuracy of such information); (d) you will abide by these Research Terms; (e) your participation shall not otherwise violate any applicable policy, contractual obligation, law, rule or regulation; and (f) your written and verbal communications and correspondence with us will be non-harassing and non-abusive.

For information about how to exercise your privacy and personal information access rights, please see the Contact Us section in these Terms and Conditions

Use of Materials

Materials used in the Research, including but not limited to Surveys and Survey and Interview questions, Research methodologies, sound recordings, images, reports, trademarks, compilations, and graphics (collectively referred to as the “Materials”), are protected under various privacy and intellectual property laws and owned or controlled by Azurite Consulting LLC (Azurite), or its Affiliates or are used with permission of the owner(s) of such Materials. The display of Materials in the Research does not imply that a license of any kind has been granted to you.

Except as otherwise indicated in the Research, copying, reproducing, uploading, downloading, screen-shooting, transmitting or any other use of the Material, in whole or part, without the express written permission of Azurite or its Affiliates, is prohibited. Any unauthorized access to, use or copying of the Materials may subject you to liability under applicable law, and may result in legal action.

Privacy and Personal Information

Personal Information is information that uniquely identifies you, such as your name, address, email address, and telephone number. When you voluntarily participate in the Research and/or request information, make an inquiry, or otherwise contact us in connection with the Research, we will collect your Personal Information. We maintain your Personal Information on databases we own and/or control and/or on third party platforms that host the Research. We may share your Personal Information with our Affiliates and / or our or our Affiliates’ third party platform hosts and/or our or our Affiliates’ contractors who assist with the collection of Personal Information and/or Research responses, and we ensure that we or our third party service providers are contractually bound to only use your personal information to provide you with the goods, services or information you have requested and not to disclose your Personal Information to any other third party. Subject to these and other provisions in these Research Terms concerning disclosure of your Personal Information, we do not share your Personal Information with third parties without your consent.

We do not knowingly collect or maintain any Personal Information from children under the age of 13, and no part of the Research is designed with the purpose of attracting such children.

IP Address and Other Computer-Related Information

An IP (Internet Protocol) address is a number that is automatically assigned to your computer by your internet service provider when you log on. When you voluntarily agree to participate in Research and you provide your e-mail address and telephone number, your IP address is linked to your Personal Information and Research responses. We (and third party platform website hosts) use IP addresses for a number of purposes including but not limited to: (i) de-duplicating Surveys; (ii) reviewing Survey responses, (iii) identifying individuals who have attempted to enter or take a Survey multiple times; (iv) maintaining Interview and other Research information; (v) maintaining invitations; and (vi) identifying individuals who threaten the Azurite website(s) or Affiliates, other Respondents, representatives or Affiliates of Azurite, third party platform hosts or other host website users or visitors. IP addresses may also be used to help diagnose problems with the Azurite Consulting LLC and/or host and/or Affiliate websites.

Research Responses

Remember, your participation in our Research is entirely voluntary, and you may opt out of participating in the Research or future Research at any time.

When you agree to accept an invitation to participate in the Research, we may ask you for various types of information including, but not limited to basic demographic information such as your gender, date of birth, education level, employment status, the job or position you hold and/or the field in which you are employed, decisions you have made both professionally and personally, your income, your marital status, whether you own a home, your political views, and other types of information. We may also ask you a variety of other types of questions relating to your personal and/or professional life, including but not limited to purchasing decisions and behaviors, general market questions, and other questions relevant to the objectives of the Research.

We will not intentionally request any confidential or proprietary information (collectively, “Confidential Information”), and you agree not to disclose any Confidential Information in your survey responses. Confidential Information is any nonpublic information that is not yours to share or disclose as well as any information that is “sensitive” to you or your employees/employers/clients/vendors or others with whom you have a fiduciary or professional relationship or obligation of non-disclosure. For example, Confidential Information includes but is not limited to personal information specifying your or any other person’s medical or health conditions, information related to your business or profession that must be maintained in confidence, client communications, trade secrets, non-public financial or compensation information, terms of contracts with customers or vendors, “insider” information concerning securities, specific or unique formulas and/or strategies utilized in or by your business or employer, and/or information that you are contractually bound not to disclose.

However, it is ultimately your responsibility to maintain the confidentiality of such information; if a question is asked that you believe will elicit confidential information, do not answer that question or otherwise provide a response. If you are being interviewed as part of your participation in the Research, you should notify the Interviewer at that time that a question you have been asked may elicit Confidential Information (“Notice of Concern”). If you are taking a Survey and that Survey calls for a response that you believe will elicit Confidential Information, please cease your participation in the survey and immediately notify Azurite of your concern via the FAQ page. Azurite will then review your concern. After reviewing your concern, Azurite will determine, in its sole and absolute discretion, whether you will remain eligible to receive an honorarium, if offered, for your participation up to the point at which you ceased responding to Survey questions.

Disclosure of the Information You Provide

We do not and will not sell, lease, rent or provide your Personal Information to third-parties, including our Clients, for commercial or marketing purposes, unless we obtain your prior express consent to selling, leasing, renting or providing or otherwise disclosing your personal Information to third parties for commercial or marketing purposes.

However, as part of our work for our Clients, we naturally provide the information and data—other than Personal Information—that you provide in your Research responses to our Clients. This may include any and/or all data or information entered or shared by Respondent on any Research response or question, but excludes information entered on the screens to which a Respondent may be directed that are directly related to processing an honorarium, as described below. This data may be provided to our Clients in various forms of raw response data and/or as part of analysis, segmentations, sub-cuts or presentations conducted on the data and responses. For the avoidance of doubt, any data entered into open ended responses (i.e. responses that allow you to enter in a full sentence or other types of custom data), may be provided to Clients in the exact form you’ve entered the date, and it is your responsibility to ensure that no Confidential Information is entered or shared in these open-ended questions during the Research.

Additionally, during our quality control process, Azurite or its Affiliates may review your individual Research responses for quality and integrity. In certain circumstances, Azurite or its Affiliates may attempt to temporarily link and review any information available online, using your email address and / or first and last name. Online information that may be reviewed to help confirm and establish the veracity of your Research responses includes, but is not limited to, reviewing any online profiles on third party sites. We do not maintain or store the linked information after completion of our internal review and, unless you expressly provide the consent to do so, Azurite and its Affiliates will not provide any of its Clients with the information identified during the quality control process.

Participation in Surveys

Invitations to and participation in a Survey is by invitation only; participation is entirely voluntary. “Participation” for purposes of determining such matters as eligibility to receive an honorarium, if offered, or bases for being disqualified from doing so is determined and varies at different stages of the Survey process.

First, if we determine that a Respondent may be eligible to participate in a Survey, we will send that potential Respondent an invitation. Eligibility for an invitation to participate in our Survey is subject to our sole, subjective discretion. No user of the Azurite Consulting LLC or other host or Affiliate website or of any product or brand may participate in our Surveys absent of our express invitation to do so. Only invitations administered and/or sent by Azurite or its Affiliates will entitle an individual to become eligible to enter the Survey. If you are not eligible to enter a Survey, you may be disqualified without notification.

If you accept the invitation to participate by checking the Acceptance Box, you will then be able to begin to answer Survey questions. You will be asked questions as part of the Survey to determine whether you, in our sole and absolute discretion, meet the criteria for completing the Survey (“Screening Questions”). Respondents will be deemed to have “participated,” for all purposes, when they are deemed ineligible to complete the entire Survey by any single Screening Question in the Survey, including if a Respondent is deemed ineligible to complete the Survey before or after completing all Screening Questions.

If a Respondent is eligible to complete the Survey based on the Respondent’s answers to the Screening Questions, Respondents will be deemed to have “participated,” for all purposes, when they complete the entire Survey. If a Respondent completes the entire Survey, that Respondent will be eligible to receive an honorarium, if offered, subject to the provisions in these Research Terms governing disqualification. If the Respondent is eligible to complete the Survey based on the Respondent’s answers to the Screening Questions, but does not complete the entire Survey, the Respondent will not be deemed as having “participated” until they complete the entire Survey. In this case, the Respondent may either complete the Survey using a unique link allowing them to return and complete the Survey, or the Respondent may re-use the link provided in their invitation to complete the Survey. Respondents will not be made aware of which survey questions are Screening Questions versus Research questions and, to maintain the integrity of the Research, we may not notify Respondents of their disqualification or ineligibility directly after the specific question that made them ineligible to complete the Survey.

Respondents may be advised of an estimated time that it will take to complete the Survey and/or complete Screening Questions of the Survey prior to beginning the Survey. However, such times may vary from the estimated time, depending upon a variety of factors, including but not limited to the Respondent, the device on which the Respondent is taking the Survey, the Research itself and other factors or circumstances. We do not warrant, represent or otherwise guaranty that time estimates will be available or the amount of time it will take for a Respondent to complete a Survey, and we are not liable to Respondent in any amount, manner or form if a Respondent is unable or unwilling to complete the Survey or Screening Questions for any reason, including but not limited to the fact that the time it takes Respondent to complete the Survey or Screening Questions exceeds any estimated time provided by us at the outset of the Survey.

If you are invited to and do participate, and you complete (i.e. answer all relevant questions related to the Research) a Survey, and you are not otherwise deemed ineligible to complete the Survey, you will receive an honorarium, if offered, subject to the provisions in these Research Terms governing disqualification. Respondents will ONLY be eligible for a maximum of ONE gift card per Survey, independent of the number of invitations issued by Azurite or its Affiliates and regardless of the number of Survey attempts or completions.

Interviews

If you are invited to participate in an Interview in connection with or unrelated to other Research and you agree to and do participate, you will also be eligible to receive an honorarium, subject to the provisions in these Research Terms governing disqualification. The information you provide to us during your Interview is governed by and subject to these Research Terms.

Respondents may be advised of the estimated time it will take to complete the Interview prior to participating. However, such times may vary, depending upon a variety of factors, including but not limited to the Respondent, the Respondent’s previous experience, the number of times the Respondent provides a Notice of Concern, and other factors or circumstances. Azurite does not warrant, represent or otherwise guarantee the amount of time it will take for a Respondent to complete the Interview and we are not liable to a Respondent in any amount, manner or form if the Respondent is unable or unwilling to complete the Interview for any reason, including but not limited to the fact that the time it takes the Respondent to complete the interview exceeds the estimated time estimated by us at the outset of the Interview. If the Interview takes substantially less than the estimated time because, in our sole and subjective discretion, the Respondent is providing incomplete or partial responses, or the Respondent provided false or inaccurate information during any screening process or Survey, unrelated to legitimate Notices of Concern regarding the disclosure of Confidential Information, the Amount of the honorarium may be reduced.

Interviews may be conducted by our employees and/or employees of Affiliate companies or Clients. Interviews are either two-way blinded, where neither the identity of the interviewer nor the identity of the interviewee (Respondent) is disclosed, other interview may be one-way blinded, where the interviewer may disclose his/her identity, at the request of the Client. In no instance is the Respondent required, obligated or permitted to disclose his/her identity. Notwithstanding the disclosure of the interviewer’s identity in a one-way blinded interview, no Personal Information of Respondent is or should be disclosed or shared during the interview and no Personal Information is connected or linked to the Respondent.

We reserve the right to cancel an Interview after it has been scheduled, in our discretion and for any reason. We will notify you by telephone and/or e-mail that we are canceling the Interview. If we cancel an Interview more than one (1) hour prior to its start time, you will not be eligible to receive an honorarium. If we cancel an interview within one (1) hour prior to the scheduled commencement time of the interview, you will be entitled to an honorarium valued at 25% of the Amount you were originally scheduled to receive had we not cancelled the Interview within an hour of its scheduled commencement, and all your obligations to participate in the Interview will be extinguished. If you cancel your Interview, at any time, you will not be eligible to receive an honorarium, unless we agree to reschedule the Interview and you successfully complete the Interview after rescheduling. You can cancel an Interview by clicking on the “Cancel Interview” link in your electronic invitation.

Opting In and Opting Out of Participation in Future Research

You may opt out of receiving future electronic, text, telephonic or other written communications inviting you to participate in future Research using one of two methods/approaches:

• Declining: an Invitation to Participate in Research: When we contact you inviting you to participate in our Research, you are given the opportunity to decline the invitation and opt-out of receiving future invitations related to the particular Survey, Interview or other Research project to which you are invited. If you decline an invitation, we will opt you out of receiving any future electronic, text, telephonic or other written communications for that particular Research from us and/or any of our Affiliates. You may decline an invitation by clicking on/utilizing the link within the invitation you received to participate in the Research.
• Unsubscribing: By indicating you wish to unsubscribe, we will opt you out of receiving any future electronic, text, telephonic or other written communications for any future Research from us and/or any of our Affiliates. You may unsubscribe from a Survey, Interview or other Research projects by either clicking on the link on the bottom of the invitation you received or by using our unsubscribe form. If you unsubscribe, we will continue to maintain your IP and e-mail address on our unsubscribe list to ensure that we do not send you future communications.

Disqualification

We may terminate your right to participate in the Research for any reason and at any time, including but not limited to after your completion of the Research and/or prior to when you initially respond to a question.

The following specific conduct may disqualify you from participating in the research and/or obtaining an honorarium, if offered:

If a Respondent attempts to participate in or takes a Survey more than once, the Respondent and all of Respondent’s responses may be disqualified, subject to the sole, subjective discretion of Azurite. Such disqualification may occur at any point or time in the Survey process, including but not limited to the point at which a Respondent seeks to claim Respondent’s honorarium, as discussed below. Respondents may receive a maximum of one gift card per Survey

Respondents will be instantly disqualified from taking a Survey if the Respondent is using bots, automated response systems, scripts, or any type of code-driven response mechanism. You will also be automatically disqualified, along with all associated responses, if you hire or retain another individual to pose as you or answer on your behalf.

A Respondent’s usage of the back button or back command on their browser and/or attempting multiple times to respond to Survey questions may disqualify the Respondent and make the Respondent ineligible and void any subsequent Survey responses.

During our quality control process, Azurite or its Affiliates may review your individual Research responses for quality and integrity. In certain circumstances, Azurite or its Affiliates may attempt to temporarily link and review any information available online, using your email address and / or first and last name. Online information that may be reviewed to help confirm and establish the veracity of your Research responses includes, but is not limited to, reviewing any online profiles on third party sites. We do not maintain or store the linked information after completion of our internal review and, unless you expressly provide the consent to do so, Azurite and its Affiliates will not provide any of its Clients with the information identified during the quality control process.

If you take and/or complete a Survey, Azurite or its Affiliates may, in its sole and subjective discretion, disqualify or deem a Respondent ineligible from receiving an honorarium for reasons including, but not limited to, using profane, threatening or abusive language in any of your Survey or Research responses or any communications with the Azurite or its Affiliates, providing blank responses to open ended questions, selecting fake, false or impossible answer combinations, rushing through surveys, clicking false answers or providing false information or ‘straight-lining’ grid questions and/or any other reason or reasons that the Azurite or its Affiliates, in their sole subjective discretion, deems a basis for disqualification.

If you are disqualified while taking the Survey, you will be shown a screen stating that you are not eligible to complete the Survey. If Azurite or its Affiliates disqualifies you after you complete the Survey, Azurite and its Affiliates have no responsibility or obligation to notify you that you have been disqualified. If you believe you have been incorrectly or inadvertently disqualified, you can contact us using the form located at Azurite Consulting LLC’s FAQ page.

A Respondent may be deemed ineligible to continue an Interview and/or to obtain an honorarium if, in the sole subjective discretion of the interviewer, the Respondent provides false or misleading information to interview questions or is found to have provided false or misleading responses to any of the pre-screen questions or Research questions.

Honorarium – When Offered

If you take and complete the Research, and are not disqualified or deemed ineligible and/or disqualified, as explained above, you will be entitled to receive an honorarium, if offered, which may be in the form of a gift card or other tender, as determined in the sole discretion of Azurite Brand and its Affiliates (“honorarium”). The honorarium will be for the value indicated in the invitation you received and clicked on to accept the invitation and Research Terms (the “Amount”). If you receive multiple invitations to participate in the Research, the Amount you receive will be based on the invitation you first accepted. Azurite or its Affiliates may, at any time and at is sole discretion and without notice to the respondent, opt to swap the vendor or honorarium supplier, as long as the Amount is the same real dollar value as represented. Gift cards are only issued in USD unless otherwise stated.

To register to claim your honorarium, upon the completion of the Research, you will be asked to provide your e-mail address, mobile telephone number and name. You may also be requested to verify your identity using e-mail and/or a two-factor-authentication method by entering a verification code we send you via text (to the mobile number you provide) on our honorarium information screens. Furthermore, you understand and agree that a representative of Azurite or its Affiliates may call you on the number you have provided to verify your identity and Research responses, and you hereby consent to receive such call(s).

If you have not been disqualified or deemed ineligible to participate in the Research at any point in the Research process, and you have completed participation in the Research, within approximately eight (8) weeks after the completion of your participation and registering to claim your honorarium, you will receive two (2) invitations by e-mail from us or any of our Affiliates with the information and process steps required to pick up your honorarium. The pick-up process is conducted online; you will be provided with login information and a link to a screen where you will answer a brief set of questions.

After providing your responses, you will be able to access your honorarium as well as send yourself an e-mail with the details of your honorarium. You take ownership of the honorarium at the time when you are shown your honorarium card number. UNDER NO CIRCUMSTANCES ARE WE OR OUR AFFILIATES RESPONSIBLE IF YOU LOSE OR MISPLACE YOUR HONORARIUM, in whatever form it is provided. Furthermore, according to the issuers of honorariums including companies from which we purchase gift cards, from the time that you assume ownership of the gift card or other form of honorarium, we are no longer responsible for and cannot provide any assistance concerning the redemption status of the honorarium – we can only confirm that you have received the redemption number that we provided that is unique to you. Any issues regarding honorarium redemption must be handled with the issuer/card provider (e.g. Amazon for issues concerning an Amazon gift card) and are your responsibility as the owner of the honorarium. After picking up your honorarium, Azurite and its Affiliates, will maintain a record and log of your pickup which includes Personal Information as defined above.

The Company reserves the right, in its sole subjective discretion, to not award an honorarium to a Respondent and/or to modify the Amount of the honorarium, at any point during the Research and honorarium-claiming process. Furthermore, we may place limitations on the period of time that the honorarium pickup process is available for honorarium pickup. This period may be limited to 2 weeks following honorarium pickup invitation distribution. After this pickup time period, we are no longer responsible for providing you with an honorarium for your participation and you will not have been deemed as ‘taking ownership’ of any honorarium.

If you believe that you have not received your invitation to pick up your honorarium within the estimated eight (8) week time frame, you can contact us using the form located at Azurite Consulting LLC’s FAQ page. To process any request, we may require the unique Respondent identification number that you received during or after the Research, along with any other information that may be requested on our forms. Completion of any FAQ form does not guarantee that you will be provided an honorarium, and we may request additional information to review and research your case.

However, we make a good faith effort in each case to provide all eligible Respondents who have completed the Research and have not been disqualified with an honorarium. Additionally, while we do not link your Personal Information to your Research responses, other than your IP, in the ordinary course of processing an honorarium, if you contact us to investigate your honorarium, we may need to link your Personal Information to your Research responses in order to try to resolve your case. In such circumstances, your request that we assist with your honorarium redemption constitutes your consent to linking your Personal Information with your Research responses for the purpose of assisting you in your collection and / or redemption of your honorarium. However, we do not maintain or store the linked information after completion of investigation and resolution of your case and, unless you expressly provide the consent to do so, Azurite and its Affiliates will not provide any of its Clients with the information identified during this process.

We make no representation or warranty that Respondent’s e-mail system or service provider will deliver the honorarium to Respondent at the e-mail address provided. It is the sole responsibility of Respondent to check on delivery of the honorarium, but not limited to checking Respondent’s “spam” or “junk” folders.

Your Responsibilities

If you participate in the Research via a computer or mobile device, you are responsible for undertaking suitable precautions to scan for computer viruses and maintaining a backup of all data and/or equipment.

No Liability

To the extent permitted by applicable law, neither Azurite or its Affiliates (including its officers, directors, agents and employees), nor any party involved in creating, producing, hosting or delivering the Research, shall be liable for any alleged damage or injury whatsoever, including but not limited to any compensatory, punitive, exemplary, incidental, consequential, direct, indirect, special and/or any other damages that result from your use or inability to use or access the Research or from any computer virus, malfunction or other failure. Some jurisdictions prohibit the exclusion or limitation of liability for certain types of damages, in which case the above limitation may not apply to you.

Contact Us

If you have any questions concerning this Website, the Research, or any of the policies set forth in these Terms of Use, please send us your questions using the “Contact Us” link here. We will make an effort to respond to your questions but reserve the right not to respond to abusive or harassing communications.

Disputes and Governing Law

These Terms of Use shall be governed by the laws of the State of New Jersey of the United States of America, without regard to its conflict of law provisions. In the event that any portion of these Terms of Use are deemed unenforceable, unlawful or void by a tribunal of competent jurisdiction, in any jurisdiction for any reason, unless narrowed by construction, such portion of these Terms of Use shall, for purposes of such jurisdiction only, be construed as if such invalid, prohibited or unenforceable portion had been more narrowly constructed so as not to be invalid, prohibited or unenforceable (or if such provision cannot be drawn narrowly enough, the tribunal making any such determination shall have the power to modify such portion of these Terms of Use to the extent necessary to make such portion of these Terms of Use enforceable in such jurisdiction, and such portion shall then be applicable in such modified form in such jurisdiction). If, notwithstanding the foregoing, any such portion of these Terms of Use would be held to be invalid, prohibited or unenforceable in any jurisdiction for any reason, such portion, as to such jurisdiction only, shall be ineffective to the extent of such invalidity, prohibition or unenforceability, without invalidating the remaining provisions set forth in these Terms of Use. No narrowed construction, modification or invalidation of any portion of the Terms of Use shall affect the construction, validity or enforceability of such portion in any other jurisdiction. No waiver by the Azurite or its Affiliates of any term or condition of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or of any other term or condition, and the Company’s failure to assert any right or demand compliance with any provision of these Terms of Use shall not be deemed to constitute a waiver of any such right or provision.

Except where prohibited by law, as a condition of your acceptance of these Terms of Use, you agree that (1) any and all disputes and causes of action arising out of or connected with these Terms of Use shall be resolved individually, without resort to any form of class action, and exclusively by final and binding arbitration in New Jersey within one year from the date that the cause of action arose (or, if multiple cause of actions are involved, from the date that the first cause of action arose), with such arbitration conducted pursuant to the then prevailing rules of the American Arbitration Association; and (2) judgment upon such arbitration award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no arbitration brought pursuant hereto shall be joined to any other action or arbitration.

The rules governing arbitration are different than those in court. Arbitration does not involve a judge or jury and review is limited, but an arbitrator can award the same damages as a court. You understand that by accepting these Terms of Use, you are giving up your right to a trial in court, either with or without a jury.

To the fullest extent permitted at law, under no circumstances will you be permitted to obtain an award for, and by accessing and/or using the site you waive all rights to claim, punitive, incidental, consequential or any other damages (including multiplied and/or increased damages and/or attorneys’ fees and court costs) for, any dispute or cause of action that you may have that relates in whole or part to the Research and/or the Materials. Notwithstanding anything to the contrary set forth in these Terms of Use or otherwise, your recovery with respect to any and all claims, judgments, and awards for which you are entitled shall, to the fullest extent permitted at law, be limited to your actual out-of-pocket costs incurred, excluding attorneys’ fees and court costs.

Notwithstanding anything to the contrary set forth in these Terms of Use, we may at any time seek injunctive or other appropriate relief against you and/or against others, in any state or federal court in the state of New Jersey and/or in any other court chosen by Azurite or its Affiliates, in the event that we believe that there is a violation, or a threatened violation, of any of our intellectual property rights and, in such case, you hereby consent to the exclusive jurisdiction and venue of such court.