Chautauqua Institution

Last Updated Date: July 10, 2020

Welcome, and thank you for your interest in Chautauqua Institution (“CHQ,” “we,” “our,” or “us”). CHQ is a non-profit organization that exists to explore the best in human values and the enrichment of life through a program that explores the important religious, social and political issues of our times, stimulates provocative, thoughtful involvement of individuals and families in creative response to such issues, and promotes excellence and creativity in the appreciation, performance and teaching of the arts a non-profit organization. These terms of service (“Terms”) establish the terms and conditions that apply to you when you use the Service (as defined below).

BY USING THE SERVICE OR BY CLICKING “I AGREE” YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND YOUR AGREEMENT TO BE BOUND BY THESE TERMS. YOU MAY NOT USE THE SERVICE IF YOU DO NOT AGREE TO THESE TERMS. CHQ may change these Terms at any time. We will make reasonable efforts to provide you with prior notice of any material changes to these Terms. Your continued use of the Service after any change to these Terms means that you accept all such changes. You should consult these Terms each time you access the Service to view any changes. These Terms were last modified on the date indicated above.

AS DESCRIBED BELOW, THESE TERMS PROVIDE FOR THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND LIMIT THE REMEDIES AVAILABLE TO YOU IN A DISPUTE. YOU CAN OPT OUT OF THIS AGREEMENT TO ARBITRATE BY CONTACTING ticketoffice@chq.org WITHIN 30 DAYS AFTER FIRST ACCEPTING THESE TERMS AND STATING YOUR FIRST AND LAST NAME AND THAT YOU DECLINE THIS AGREEMENT TO ARBITRATE.

1. Use of the Service.
A. Service. The “Service” refers to a microsite of CHQ’s website, currently located at chq.org, specifically the online discussion forum known as the Mirror Project, as the same may be updated, relocated, or otherwise modified from time to time, including through networks, downloadable software, and mobile or desktop applications, and all intellectual property contained therein. Any person who accesses, provides submissions to, or otherwise participates in discussions via the Service, whether on their own behalf or on behalf of any third party, is a “Participant.”
B. License. Subject to your compliance with these Terms, CHQ hereby grants you a non-exclusive, revocable, non-transferable license to access and use the Service for your personal purposes. Unless otherwise specified in writing, the Service is solely for your personal use and not for resale. CHQ reserves the right at all times and without notice to: (1) restrict and/or terminate your access to the Service (or any portion thereof); and (2) modify or discontinue providing the Service (or any portion thereof).
C. Third Party Elements. Certain parts of the Service require the use of telecommunications services, and Participants may use third party platforms such as Instagram, Twitter, or Facebook on their own computers or mobile devices in connection with the Service (such hardware and software, the “Third Party Elements”). CHQ does not provide the Third Party Elements and is not responsible for any performance issues to the extent related to the Third Party Elements. Payment for the Third Party Elements and the Third Party Elements’ functionality is solely your responsibility. Additionally, you are solely responsible for the payment of all applicable fees associated with internet or cellular service you use in connection with the Service (such as voice, data, SMS, MMS, roaming, other applicable fees charged by your carrier).
D. Deactivation. CHQ may, at any time and without notice to you: (1) restrict, deactivate, and/or terminate your access to the Service (or any portion thereof); or (2) terminate or modify the Service (or any portion thereof). CHQ will not be liable to you or any third party for any termination of or modification to the Service regardless of the reason for such termination or modification. If you are dissatisfied with any termination or modification of the Service, your only remedy is to stop using the Service.
E. Privacy Policy. CHQ’s policy with respect to the collection and use of your information is described in our Privacy Policy available at www.chq.org/privacy. By accepting these Terms, you acknowledge your agreement with CHQ’s Privacy Policy.
F. Subcontractors. CHQ may use subcontractors or other third parties to perform its obligations under these Terms, but CHQ will remain responsible for all such obligations.
2. Registration; Eligibility; Restrictions.
A. CHQ Participants. CHQ may require you to complete a registration process to access certain parts of the Service. You must complete the registration process by providing us with current, complete, and accurate information, as prompted by the applicable registration form.
B. Accuracy of Information. You acknowledge that if you provide any information to us that is not current, complete, or accurate, CHQ may terminate these Terms and your continued access to and participation in the Service. You agree to update your information if it is no longer current, complete, and accurate.
C. Eligibility. You represent and warrant that you are at least 18 years of age and that you have not been previously suspended or removed from the Service. You are permitted to use the Service only in the United States.
D. Credentials. As part of the registration process, you may be asked to select a username, password, or other login credentials. You are responsible for maintaining the security and confidentiality of your login credentials. You agree to notify CHQ immediately of any unauthorized use of your account or any other breach of security. To notify us, please email us at ticketoffice@chq.org. You are responsible for all use of the Service occurring under your account and all content posted with your account on the Service. You may not share your login credentials with any third party. CHQ will not be liable for any loss that you incur as a result of someone else using your login credentials or account. You may be held liable for any losses incurred by CHQ or a third party due to someone else using your account or login credentials.
E. Your Responsibilities. You may use the Service solely for lawful purposes, as intended through the provided functionality of the Service. You may not use the Service in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any third party’s use and enjoyment of the Service. You may not attempt to gain unauthorized access to the Service, user accounts, or computer systems or networks, through hacking, password mining, or any other means. Without limiting any of the foregoing, you may not (and you may not allow or assist any third party to):
(1) use, copy, modify, create derivative works, install, transfer, reverse engineer, decompile, disassemble, reformat, mirror, frame, or distribute the Service or any of its contents, except as specifically described in these Terms and any usage limitations;
(2) rent, lease, or otherwise permit third parties to use the Service;
(3) create user accounts by automated means or under false or fraudulent pretenses, or create a new CHQ account without CHQ’s prior written consent if CHQ previously disabled your account;
(4) probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures, or access or use non-public areas of the Service, CHQ’s (and its hosting provider’s) computer systems and infrastructure, or the technical delivery systems of CHQ’s providers;
(5) express or imply that any statements you make are endorsed by us, without our prior written consent in each instance;
(6) use the Service to transmit (i) any content or information that is unlawful, fraudulent, hateful, threatening, harassing, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes on our or any third party’s intellectual property or other rights, (ii) any material, non-public information about individuals or companies without the authorization to do so, (iii) any trade secret of any third party, and/or (iv) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us), or engage in spamming or flooding;
(7) transmit any software or other materials that contain any virus, worm, time bomb, Trojan horse, or other harmful or disruptive component; use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents;
(8) solicit, harvest, or collect information about other Participants without their prior written consent;
(9) restrict, discourage or inhibit any person from using the Service;
(10) violate any applicable federal, state, or local laws or regulations; or
(11) use or access the Service to build a competing service.

We may take any legal action and implement any technical remedies to prevent the violation of these provisions and to enforce these Terms.

3. Consent to Electronic Communications.
A. By accessing or using in the Service or providing Personal Information (as defined in the Privacy Policy) to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Service. If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Service or sending an email to you, if we have your email address. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at ticketoffice@chq.org.
B. If you wish to remove yourself from our email list, please use the unsubscribe link in any email received from us, or email us with “OPT-OUT”, “UNSUBSCRIBE”, “STOP”, or “REMOVE” in the subject line.
4. Content Submitted to the Service.
A. Certain features of the Service may permit Participants to upload content to the Service, including messages, comments, photos, video, images, folders, data, text, and other types of works (“Materials”) and to publish Materials on the Service. You retain copyright and any other proprietary rights that you may hold in the Materials that you post to the Service.
B. By posting or publishing Materials, you grant CHQ a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your Materials, in whole or in part, in any media formats and through any media channels now known or hereafter developed. CHQ may remove or alter any Materials at any time for any reason. We neither endorse nor are responsible for any opinion, advice, information, or statement made or displayed on the Service by any Participant. We are not responsible for any errors or omissions in articles or postings, for hyperlinks embedded in messages, or for any results obtained from the use of such information.
B. Under no circumstances will CHQ and/or its affiliates, suppliers, or agents be liable for any loss or damage caused by your reliance on such information obtained through the Service. We cannot and do not take responsibility for the veracity, reliability, or completeness of any opinion, advice, information, or statement available on the Service.
C. The opinions expressed on the Service by Participants reflect solely the opinions of the users who post thereon and do not reflect the opinions of CHQ. We ask that you respect the opinions of others, even if you do not share them. You acknowledge and agree that we have the right (but not the obligation) to monitor the Service and Materials; to alter or remove any Materials; and to disclose Materials and the circumstances surrounding their transmission to any third party in order to operate the Service properly; to protect ourselves, our donors, and our members and visitors; and to comply with legal obligations or governmental requests. If you believe any Materials violates our policies, please contact CHQ immediately at ticketoffice@chq.org so that we can consider its editing or removal.
D. You are solely responsible for your Materials and the consequences of posting them on the Service. By posting Materials, you represent, warrant, and covenant that: (i) you are the creator and owner of the Materials or otherwise have sufficient rights and authority to grant the rights granted herein; (ii) your Materials do not and will not (A) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (B) slander, defame, or libel any other person; (iii) your Materials do not contain any viruses, adware, spyware, worms, or other harmful or malicious code or (iv) unless you have received prior written authorization, your Materials specifically do not contain any confidential information of any third party. We reserve all rights and remedies against any users who breach these representations and warranties.
5. Ownership.
A. CHQ IP. The Service, including any content, templates, modifications, enhancements, and updates, and all intellectual property rights therein (collectively, “CHQ IP”), is owned by CHQ and its licensors. No ownership rights in the CHQ IP are transferred to you by these Terms. You do not have any rights in or to the CHQ IP except for the limited express rights granted in these Terms.
B. Trademarks. You acknowledge that CHQ has acquired, and is the owner of, common law or registered trademark rights in the name and word marks “Chautauqua Institution”, “CHQ”, and in the other marks and design marks displayed on the Service. You acknowledge that this name and these marks are famous and internationally known. You will not, at any time or for any reason, challenge the validity of, or CHQ’s ownership of, the foregoing name and marks, and you waive any rights you may have at any time to do so. You may not use our name or marks in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. All use of the foregoing name and marks by you will inure exclusively to the benefit of CHQ. All marks shown on the Service but not owned by CHQ are the property of their respective owners.
C. Feedback. If you give CHQ feedback, comments, or suggestions concerning the Service (collectively, “Feedback”), you hereby assign to CHQ all right, title, and interest in and to the Feedback, and CHQ is free to use the Feedback without payment, attribution, or restriction. We appreciate your understanding that this enables us to use this feedback to provide our community with a better experience.
6. Usage Data. CHQ may collect and analyze data relating to your use of the Service that is aggregated in such a way that it is not associated with you (“Usage Data”) and other information relating to the provision, use, and performance of various aspects of the Service and related systems and technologies (including information provided by third-party analytical tools). CHQ may analyze, copy, process, collect, use, disclose, and reproduce Usage Data for any purpose, including for the purposes of: (1) complying with a regulatory inquiry or judicial action of a governmental body; and (2) improving the Service and developing new products, services, features, and functionality.
7. Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by CHQ infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information:
A. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
B. identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Service are covered by a single notification, a representative list of such works);
C. identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow CHQ to locate the material on the Service;
D. the name, address, telephone number, and email address (if available) of the complaining party;
E. a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
F. a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send CHQ a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see www.copyright.gov for details. Notices and counter-notices with respect to the Service should be sent to our designated agent, Shannon Rozner, at Chautauqua Institution, 1 Ames Avenue, Chautauqua, NY 14722; srozner@chq.org; (716) 357-6246. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
8. Term and Termination.
A. Term. The term of these Terms will commence on the date on which you first access or use the Service in any way and will continue so long as you continue to access or use the Service, unless earlier terminated by CHQ.
B. Termination and Other Remedies. Either party may terminate these Terms, effective upon written notice to the other party, if the other party materially breaches these Terms and such breach is incapable of cure, or (if such breach capable of cure) the breaching party does not cure such breach within 30 days of receiving notice of it. CHQ may take whatever lawful actions it may deem appropriate in response to actual or suspected violations of these Terms including termination of these Terms, the suspension or termination of your access or account, or blocking you from access to the Service.
Effect of Termination. The following Sections of these Terms will survive termination or expiration of these Terms: 1.A, 1.C–1.F, 2.E, 4–18. Either party’s termination of these Terms is without prejudice to any other remedies it may have at law or in equity, and does not relieve either party of liability for breaches occurring prior to the effective date of termination. Neither party will be liable to the other for damages arising solely as a result of terminating these Terms in accordance with their terms.
9. Disclaimer of Warranty.
A. DISCLAIMER. CHQ MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SERVICE, THIRD-PARTY SERVICES, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE SERVICE AND THIRD-PARTY SERVICES ARE PROVIDED “AS IS.” CHQ DOES NOT WARRANT THAT THE SERVICE OR THIRD-PARTY SERVICES WILL SATISFY YOUR REQUIREMENTS, ARE WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF THE SERVICE OR THIRD-PARTY SERVICES WILL BE UNINTERRUPTED. CHQ CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET OR FOR YOUR MISUSE OF ANY OF CONTENT AND INFORMATION ACCESSED THROUGH THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE AND YOUR RELIANCE UPON ANY OF THE RESPECTIVE CONTENT IS AT YOUR SOLE RISK. Some jurisdictions do not allow the exclusion or limitation of warranties, so the above limitation or exclusion may not apply to you.
B. Third-Party Information. You acknowledge that any information you obtain from another CHQ User comes from those individuals, and not from CHQ, and that CHQ, to the fullest extent permitted by law, is not responsible for any of the information these third parties may supply or for any statements, claims, or representations they make. To the fullest extent permitted by law, CHQ disclaims any such statements, claims, or representations.
10. Indemnification.
A. Defense. At CHQ’s option and request, you will defend CHQ, its affiliates, and their respective directors, officers, employees, agents, and contractors (the “CHQ Parties”) from any actual or threatened third-party claim, proceeding, or suit arising out of or based on (1) your breach of any representation, warranty, or covenant in these Terms, (2) use of the Service in a manner not authorized under these Terms, (3) any and all claims and actions against CHQ by other parties to whom you allow access to the Service (each, a “Claim”). If CHQ requests you to defend a CHQ Party from any Claim, CHQ will: (1) give you prompt written notice of the Claim; (2) grant you full and complete control over the defense and settlement of the Claim; (3) provide assistance in connection with the defense and settlement of the Claim as you may reasonably request; and (4) comply with any settlement or court order made in connection with the Claim. Notwithstanding the previous sentence, you may not enter into any settlement that involves an admission of guilt or liability of a CHQ Party without CHQ’s prior written consent. CHQ may participate in the defense of a Claim at its own expense and with counsel of its own choosing.
B. Indemnification. You will indemnify the CHQ Parties from and pay: (1) all damages, costs, and attorneys’ fees finally awarded against a CHQ Party in any Claim; (2) all out-of-pocket costs (including attorneys’ fees) reasonably incurred by a CHQ Party in connection with the defense of a Claim; and (3) all amounts that you agree to pay to any third party to settle any Claim.
11. Limitation of Liability.
A. EXCLUSION OF DAMAGES. NEITHER CHQ NOR ANY CHQ PARTY WILL BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF CHQ IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
B. DAMAGES CAP. CHQ’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (1) THE AMOUNT OF FEES PAID BY YOU TO CHQ DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION); OR (2) $100.
C. INDEPENDENT INVESTIGATION. YOU REPRESENT THAT YOU HAVE INDEPENDENTLY INVESTIGATED THE ADVISABILITY OF USING THE SERVICE AND THE POSSIBLE RISKS INVOLVED IN USING THE SERVICE. YOU AGREE TO MAINTAIN YOUR OWN INSURANCE COVERING SUCH RISKS AND WILL LOOK SOLELY TO SUCH INSURANCE FOR REIMBURSEMENT OF ANY RESULTING DAMAGES.
12. Dispute Resolution.
A. Generally. In the interest of resolving disputes between you and CHQ in the most expedient and cost-effective manner, you and CHQ agree that any dispute arising out of or in any way related to these Terms or your use of the Service will be resolved by binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Terms or your use of the Service, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the expiration or termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND CHQ ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS OR COLLECTIVE ACTION. YOU FURTHER UNDERSTAND THAT THESE DISPUTE RESOLUTION TERMS WILL APPLY TO YOU AND CHQ UNLESS YOU CHOOSE TO OPT OUT PURSUANT TO SECTION 12.I (OPT OUT).

Whether to agree to arbitration is an important business decision. It is your decision to make, and you should not rely solely on the information provided in these Terms as it is not intended to contain a complete explanation of the consequences of arbitration. You should take further steps to conduct research and to consult with others, including an attorney, regarding the consequences of your decision, just as you would when making any other important business or life decision.

B. Exceptions. Despite the provisions of Section 12.A (Generally), nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (1) bring an individual action in small claims court; (2) bring an action in a court pursuant to the California Private Attorneys General Act of 2004, California Labor Code § 2698 et seq.; (3) seek injunctive relief in a court of law; or (4) file suit in a court of law to address an intellectual property infringement claim.

C. Arbitrator. Any arbitration between you and CHQ will be governed by the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting CHQ. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

D. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party within the applicable statute of limitations period (“Notice”). CHQ’s email address for Notice is ticketoffice@chq.org. The Notice must: (1) describe the nature and basis of the claim or dispute; (2) set forth the specific relief sought; and (3) if you are sending the Notice to CHQ, include your name and address (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 45 days after the Notice is received, you or CHQ may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or CHQ must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, CHQ will pay you the highest of the following: (a) the amount awarded by the arbitrator, if any; (b) the last written settlement amount offered by CHQ in settlement of the dispute prior to the arbitrator’s award; or (c) $1,000.

E. Fees; Location. If you commence arbitration in accordance with these Terms, CHQ will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Buffalo, New York, but if the claim is for $15,000 or less, you may choose whether the arbitration will be conducted: (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephone hearing; or (3) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse CHQ for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

F. No Class Actions. YOU AND CHQ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING (OTHER THAN ACTIONS UNDER THE CALIFORNIA PRIVATE ATTORNEYS GENERAL ACT OF 2004, CALIFORNIA LABOR CODE § 2698 ET SEQ. WHICH ARE NOT COVERED BY THIS SECTION 12 (DISPUTE RESOLUTION)). Unless both you and CHQ agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

G. Modifications to this Arbitration Provision. If CHQ makes any future change to this arbitration provision, other than a change to CHQ’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to CHQ’s address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and CHQ. If you do not send such written notice, your continued use of the Service following any such change means that you have consented to such change.

H. Enforceability. If Section 12.F (No Class Actions) is found to be unenforceable or if the entirety of this Section 12 (Dispute Resolution) is found to be unenforceable, then the entirety of this Section 12 (Dispute Resolution) will be null and void and the exclusive jurisdiction and venue described in Section 16.A (Governing Law) will govern any action arising out of or related to these Terms or your use of the Service.

I. Opt Out. Arbitration is not a mandatory condition of these Terms. If you do not want to be subject to this Section 12 (Dispute Resolution), you may opt out of this Section 12 (Dispute Resolution) by notifying CHQ in writing of your decision by sending, within 30 days of the date you receive these Terms, an email to ticketoffice@chq.org, stating clearly your full name, address, and intent to opt out of this Section 12 (Dispute Resolution). Should you choose not to opt out of this Section 12 (Dispute Resolution) within the 30-day period, you and CHQ will be bound by the terms of this Section 12 (Dispute Resolution). You have the right to consult with counsel of your choice concerning this Section 12 (Dispute Resolution). You understand that you will not be subject to retaliation if you exercise your right to opt out of coverage under this Section 12 (Dispute Resolution).

13. Cooperation with Authorities. CHQ may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Policy, CHQ may disclose any information as CHQ deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in CHQ’s sole discretion.

14. Protected Activity Not Prohibited. Nothing in these Terms will in any way limit or prohibit you from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in, any investigation or proceeding (“Protected Activity”) that may be conducted by any federal, state, or local government agency or commission (“Government Agencies”). In connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, CHQ. In making any such disclosures or communications, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute CHQ confidential information to any parties other than the Government Agencies.

15. Compliance with Applicable Law. Each party will comply with all applicable international, federal, state, provincial, and local laws, regulations, binding regulatory guidance, directives, and governmental requirements in connection with exercising its rights or performing its obligations under this Agreement.

16. Miscellaneous.

A. Governing Law. These Terms are governed by New York law without reference to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. Subject to Section 12 (Dispute Resolution), all claims arising under these Terms will be litigated exclusively in the federal or state courts of Buffalo, New York. The parties submit to the jurisdiction in those courts. In any proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees.

B. Injunctive Relief. If you breach Sections 2 (Registration; Eligibility; Restrictions) or 5 (Ownership), CHQ may suffer irreparable harm, and monetary damages may be inadequate to compensate CHQ. Accordingly, CHQ may, in addition to any other remedies available, seek injunctive or other equitable relief in response to any such breach.

C. Further Assurances. You agree to execute and deliver any documents or instruments, and take any further actions that are reasonably required, to provide the other party the full benefits and rights described in these Terms.

D. Assignment. You may not assign these Terms or delegate your performance without CHQ’s prior written consent, and any attempt to do so is void. CHQ may assign or transfer these Terms without your consent. These Terms are binding upon and inure to the benefit of the parties’ permitted successors and assigns.

E. Severability. If any provision of these Terms or portion of a provision is invalid, illegal, or unenforceable, the rest of these Terms will remain in effect.

F. No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms.

G. Entire Agreement. These Terms constitute the entire agreement and supersede any other agreement of the parties relating to their subject matter. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, or supplement these Terms.

H. Amendment. These Terms may only be amended in a writing signed by both parties and stating that it is amending these Terms.

I. Nature of Rights. The licenses granted under these Terms are rights in “intellectual property” within the scope of Section 101 (or its successors) of the United States Bankruptcy Code (the “Code”). Each party as licensee will have and may fully exercise all rights available to a licensee under the Code, including under Section 365(n) or its successors.

J. Relationship. Nothing herein will be deemed to create an employer-employee relationship between CHQ and you, nor any agency, joint venture or partnership relationship between the parties. Neither party will have the right to bind the other to any obligation, nor have the right to incur any liability on behalf of the other.

K. No Third-Party Beneficiaries. There are no third-party beneficiaries of these Terms.

L. Notices. All notices under these Terms must be in writing, and will be considered given: (1) upon delivery, if delivered personally or by internationally recognized courier service; (2) three business days after being sent, if delivered by U.S. registered or certified mail (return receipt requested); or (3) upon acknowledgement of receipt, if delivered by email. Either party may update its notice address by notice to the other party in accordance with this Section. All notices to CHQ will be sent to:

Chautauqua Institution

P.O. Box 28

1 Ames Avenue

Chautauqua, NY 14722

Email: srozner@chq.org

Attn: Shannon Rozner, General Counsel / Senior Vice President, Community Relations

M. Force Majeure. CHQ will not be liable for any delay or failure to perform under these Terms as a result of any cause or condition beyond CHQ’s reasonable control (a “Force Majeure Event”), so long as CHQ uses reasonable efforts to avoid or remove those causes of delay or non-performance. If a Force Majeure Event causes CHQ to delay or fail to perform its obligations under these Terms for 30 consecutive days, either party may terminate these Terms.

N. Interpretation. If CHQ provides a translation of the English language version of these Terms, the translation is provided solely for convenience, and the English version will prevail. Any heading, caption, or section title contained in these Terms is for convenience only, and does not define or explain any provision. Any use of the term “including” or variations thereof should be construed as if followed by the phrase “without limitation.”

17. NOTICE FOR CALIFORNIA USERS. Under California Civil Code Section 1789.3, CHQ Users located in California are entitled to the following notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

18. Contact Us. If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at ticketoffice@chq.org.