USER AGREEMENT

Last revised: August 7, 2020 

By registering with the services of TEACHMYSTUDENT LLC (“Company”, “Our,” “We”, or “Us”), Our website, and/or mobile application (“Site”) or any services provided in connection therewith (“Services”) You (“You”) agree to abide by these User Agreement Terms (“Terms of Use” or “Terms”).   These Terms may be amended from time to time at Our sole discretion. These Terms are also provided in conjunction with Company’s Privacy Policy, and all other operating rules, policies, procedures, or requirements that may be published on the Site by Company from time to time, which are incorporated herein by reference.

 

  1. BINDING EFFECT. This is a binding agreement. These Terms apply to every user or visitor of the Site. Company will post a notice on the Site any time these Terms have been changed or otherwise updated. It is Your responsibility to review these Terms periodically, and if at any time You find these Terms unacceptable, You must immediately leave the Site and cease all use of the Service and the Site. YOU AGREE THAT BY USING THE SERVICE YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT. We reserve the right to refuse use of the Site to anyone and to reject, cancel, interrupt, remove or suspend the availability of the Site at any time for any reason without liability.
  2. ELIGIBILITY. You agree that You are  not (a) a citizen or resident of a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes pursuant to embargoes by the Office of Foreign Assets Control or otherwise; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, including the U.S. Export Administration Act, or other economic sanction rules of any sovereign nation. If not, You are not permitted to use this Site in any respect. 
  3. USER ACCOUNTS.  To view and participate in certain aspects of the Site, You may be required to register with the Company by creating a user account and password. All of Your registration information must be accurate and truthful. You shall not use as a User ID, domain name, or any name or term that (i) is the name of another person, with the intent to impersonate that person; (ii) is subject to any rights of another person, without appropriate authorization; or (iii) is offensive, vulgar, or obscene. The Company reserves the right in its sole discretion to refuse registration of or cancel a user account and/or project name. You are solely responsible for activity that occurs on Your account and shall be responsible for maintaining the confidentiality of Your password for the Site. You shall never use another user account without the other user’s express permission. You will immediately notify the Company in writing of any unauthorized use of Your account, or other known account-related security breach. You also agree to provide additional information we may reasonably request and to answer truthfully and completely any questions we might ask You in order to verify Your identity or other user details.
  4. PRIVACY POLICY. Company respects Your privacy and permits You to control the treatment of Your personal information. A complete statement of Company’s current privacy policy can be found on Company’s website.   Company’s privacy policy is expressly incorporated into this Agreement by this reference. By using the Site, You agree to Company’s privacy policy as well as these terms. 
  5. USE OF SITE AND SERVICE.  You are granted a limited, non-exclusive, non-transferrable, non-assignable, non-sublicensable, and revocable license to use the Site and Services by Company, for Your personal, noncommercial, home use only, except where prohibited by applicable laws. Company does not transfer either the title or the intellectual property rights of the Sites to You in any respect. All trademarks, trade names, marks, brands, logos, and other intellectual property are owned by Company or its licensors and You may not copy or use them in any manner except as otherwise specifically authorized. 
    1. Prohibited Uses. You are prohibited from violating or attempting to violate any security features of the Site, including, without limitation:
  1. copying, renting, leasing, selling, redistributing, reproducing, the Site, nor any component thereof;
  2. accessing content or data not intended for You, or logging onto a server or account that You are not authorized to access; 
  3. attempting to probe, scan, or test the vulnerability of the Service, the Site, or any associated system or network, or to breach security or authentication measures without proper authorization; 
  4.  interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” 
  5. using the Site to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; 
  6. forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service; or 
  7. attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce, underlying ideas, or algorithms, or attempt to reduce to a human-perceivable form any of the source code used by Company in providing the Site;
  8. taking any action that imposes or may impose (as determined by the Company in its sole discretion) an unreasonable or disproportionately large load on the Company’s or its third-party providers’ infrastructure;
  9. interfering or attempt to interfere with the proper working of the Service or any activities conducted on the Service; 
  10. bypassing any measures the Company may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service); 
  11. running Mail-list, Listserv, or any form of auto-responder or “spam” on the Service; 
  12. using manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; and/or
  13. collecting Users’ personal, contact, demographic, or other information.

Any violation of system or network security may subject You to civil and/or criminal liability.

  1. USER SERVICE PLATFORM. The Site provides, among other services, a platform for users (“Users”) to offer and obtain educational services, communicate with each other, and interact with each other. We charge fees for some aspects of our Site. We are not liable for any damages or loss that may arise out of either Users or any visitors’ use of the Site. By using the Site in any respect, You assume all risks associated therewith. 
    1. We Are Not a Provider of Educational Services. Our Site is a neutral venue for parents, teachers, tutors, and others in educational fields to communicate and interact with each other. We do not provide any type of educational services.  We do not employ, recommend, or endorse any providers of educational services. 

 

    1. No Liability for User Services. The Site is a platform only and makes no recommendations, endorsements, warranties, or representations regarding any of the services provided by individuals who offer to provide services (“Service Providers”) using the Site.   To the maximum extent permitted by applicable law, we will not be responsible or liable for the performance or conduct of Service Providers or any User, whether online or offline. We do not otherwise screen Service Providers or any User. You should exercise caution and use your independent judgment before engaging a Service Provider and using the Site in general. Users and  Service Providers are solely responsible for making decisions that are in the best interests of themselves and their children.  

 

    1. Reviews. The Site may provide the ability to leave public and/or private reviews of Service Providers. You acknowledge that even private reviews may be shared with third parties in accordance with applicable law and We have no obligation to preserve or indefinitely store any reviews. If you are a Service Provider, you agree, acknowledge, and accept that reviews may be written of your services provided to Users of the Site. We have no obligation to provide you with the content of any reviews about you submitted by other users of the Site, whether before or after termination of your account for the Site. We will have no liability to you for any deletion, disclosure, loss or modification of these reviews. We reserve the right to screen, edit or remove these reviews from the Site at any time.

 

    1. Disputes. We will not become involved nor do we take any obligation to become involved in any dispute between Users, Service Providers, and/or visitors any third persons.    

    2. Disclaimer. Company’s provision of the Site and Service is “AS-IS.” Company will not be liable for any errors or omissions in any content on the Site, including User Content (as defined further below). All Content You access through the Site is at Your own risk and You will be solely responsible for any resulting damage or loss to any party. The Company has no special relationship with or fiduciary duty to You. You acknowledge that the Company has no duty to take any action regarding which Users gain access to the Site; what Users access through the Site; what effects the content on the Site may have on Users; how Users may interpret or use the content; or what actions Users may take as a result of having been exposed to the content. The Company cannot guarantee the authenticity of any data or information on the Site authored by any person other than Company. The Site may contain, or direct You to websites containing, information that some people may find offensive or inappropriate. The Company makes no representations concerning any content on the Site, and the Company is not liable for the accuracy, copyright compliance, legality, or decency of material contained on the Service. YOU AGREE THAT COMPANY IS NOT RESPONSIBLE FOR ANY LOSS, COST, DAMAGE, INJURY, OR OTHER LIABILITY INCURRED AS A RESULT OF YOUR DEALINGS WITH ANY VISITOR OR USER.

 

  1. USER CONTENT. During the course of using the Sites, it is possible that you share with the Site various user content, which may consist of information, documents, videos, photographs, images, graphics, audio, comments, data, text, software, scripts, projects, other material and information, and associated trademarks and copyrightable works, including submissions of any kind concerning any topic, as well as Your trademarks, service marks, slogans, logos, rights of name, likeness, and image, rights of publicity, Your personal and biographical details, and similar proprietary rights, as well as the foregoing rights belonging to any members of Your group or team (“User Content”).  In doing so, You grant Company, its affiliates, officers, directors, employees, consultants, agents, and representatives a worldwide, non-exclusive, perpetual, irrevocable, transferrable, sublicensable, and royalty-free license to  license to use User Content in connection with the operation of the Site, Service, and Company’s other business without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, store, modify, create derivative works, sublicense, translate, reformat, transmit, playback, feature, market, promote, host, stream, and otherwise exploit User Content for any purpose whatsoever, commercial or otherwise, without any compensation to You, in any media format and through any media channel, including but not limited to third-party websites. You will not be compensated for any User Content. You agree that Company may publish or otherwise disclose information You supply Company in connection with Your User Content. By posting User Content on the Site, You warrant and represent that You own the rights to the User Content or are otherwise authorized to post, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, store, modify, create derivative works, sublicense, translate, and reformat User Content, and that none of Your User Content will infringe on the intellectual property rights, privacy rights, confidentiality rights, rights of publicity, trade secrets, or other rights of any third party, or otherwise violate state, federal, and other laws in any respect. You are responsible for obtaining and paying for all clearances, licenses, and royalties owed to any third person or entity based on Your uses of ay third party’s works of authorship or intellectual property. You agree that User Content is not confidential or proprietary, nor We will be maintaining (nor have any obligation to maintain) User Content as confidential. 
    1. INAPPROPRIATE CONTENT. You agree not to submit, share, upload, download, display, perform, transmit, or otherwise distribute any User Content that is:
  1. libelous, defamatory, obscene, pornographic, abusive, or threatening; 
  2. advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; 
  3. advertises or otherwise solicits funds or is a solicitation for goods or services.  
  4. involves surveys, contests, pyramid schemes, chain letters, junk mail, spam, or unsolicited messages; use of information provided by Company, upload of viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software; use of metatag searches of the Site; 
  5. creates a false identity for the purpose of misleading others; 
  6. violates any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and You shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Content You provide or transmit, or that is provided or transmitted using Your User ID. The burden of proving that any Content does not violate any laws or third party rights rests solely with You.

Company reserves the right to terminate Your receipt, transmission, or other distribution of any such material using the Service, and, if applicable, to delete any such material from its servers. 

  1. LAW ENFORCEMENT. Company intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms or of any applicable laws. We will cooperate with law enforcement authorities as required by law. We will cooperate with law enforcement agencies in any investigation of alleged illegal activity regarding the use of the Service or the Site when requested.
  2. DMCA and COPYRIGHT INFRINGEMENT
    1. ALLEGED VIOLATIONS. Company has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Site or with the Service. Company has adopted a policy that provides for the immediate suspension and/or termination of any Site user who is found to have infringed on the rights of Company or of a third party, or otherwise violated any intellectual property laws or regulations. Company’s policy is to investigate any allegations of copyright infringement brought to its attention. 

If You have evidence, know, or have a good faith belief that Your rights or the rights of a third party have been violated and You want Company to delete, edit, or disable the material in question, whether in connection with the Digital Millennium Copyright Act of 1998 (DMCA), You must provide Company with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material; (d) information reasonably sufficient to permit Company to contact You, such as an address, telephone number, and if available, an electronic mail address at which You may be contacted; (e) a statement that You have 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 You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, You must provide it to Company’s designated agent by mail and email at:  _______________. 

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

    1. COUNTER-NOTICE. If You believe that Your material has been removed or disabled by mistake or misidentification, You may file a written counter-notice with the Designated Agent, including the following information (“Counter-Notice“) within 5 business days from Your receipt of Our notice of infringement: a) a physical or electronic signature of the owner or authorized user of material; b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; c) a statement made under penalty of perjury that You have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and d) Your name, address, telephone number, and a statement that You consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if Your address is outside of the United States, for any judicial district in which the service provider may be found, and that You will accept service of process from the Complainant or an agent of such person.  If You fail to provide required information or follow this process, You may waive Your rights. If You have any questions regarding Your legal rights and legal obligations, You should consult with an attorney.
  1. ALLEGED VIOLATIONS. Company reserves the right to terminate Your use of the Service and/or the Site. To ensure that Company provides a high quality experience for You and for other users of the Site and the Service, You agree that Company or its representatives may access Your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Site or the Service.  Company reserves the right to terminate Your account or Your access to the Site immediately, with or without notice to You, and without liability to You, if Company believes that You have violated any of the Terms of Use, furnished Company with false or misleading information, or interfered with use of the Site or the Service by others.
  2. NO WARRANTIES. COMPANY HEREBY DISCLAIMS ALL WARRANTIES. COMPANY IS MAKING THE SITE AND SERVICE AVAILABLE “AS IS” WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. The Company, and its directors, officers, members, managers, employees, agents, suppliers, partners, and content providers do not warrant that: (a) the Site will be secure or available at any particular time or location; (b) any defects or errors will be corrected; (c) any content or software available at or through the Site is free of viruses or other harmful components; or (d) the results of using the Site will meet Your requirements. Your use of the Site is solely at Your own risk. The Company makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. The Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on the Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with Your use of the Site. 

YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE AND SERVICES ARE AT YOUR OWN RISK. WE SPECIFICALLY DO NOT WARRANT THAT THE CONTENT ON THE SITE IS ACCURATE, RELIABLE OR CORRECT. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR APPLICATIONS, OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO AND IS NOT RESPONSIBLE IN ANY WAY FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, INCLUDING ANY INDEPENDENT CONTRACTOR PROVIDING THE SERVICES. WE ASSUME NO RESPONSIBILITY OR LIABILITY FOR ASSESSING THE ABILITY OR SUITABILITY OF THE SERVICE PROVIDERS YOU POTENTIALLY HIRE USING OUR SITE TO ASSIST YOU. YOU EXPRESSLY WAIVE AND RELEASE US FROM ANY AND ALL LIABILITY, CLAIMS, OR DAMAGES YOU ENCOUNTER THROUGH USE OF THE SITE, SERVICES OR APPLICATIONS. WE DISCLAIM ALL LIABILITY AND ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ACTS WHICH CAUSE PERSONAL INJURY, PROPERTY DAMAGE, DEATH, THEFT, DEFAMATION, DISPARAGEMENT, DISCRIMINATION, BREACH OR INTERFERENCE WITH A THIRD-PARTY CONTRACT, OR MISREPRESENTATION. YOU ACKNOWLEDGE THAT WE OWE NO DUTY OF CARE TO YOU AND WE  DISCLAIM ANY AND ASSUMES NO RESPONSIBILITY OR LIABILITY FOR BREACH OF SUCH A DUTY. WE EXERCISE NO CONTROL OVER THE SCHEDULES OR AVAILABILITY OF SERVICE PROVIDERS AND SHALL NOT BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES THAT MAY RESULT FROM THE ACTS OR OMISSIONS OF US OR ANY THIRD PARTIES. WE  DISCLAIM ALL LIABILITIES AND ASSUME NO RESPONSIBILITY OR LIABILITY FOR LOSSES OR DAMAGES RESULTING FROM DISCLOSURE OF YOUR PERSONAL OR CONFIDENTIAL INFORMATION WHETHER BY US OR ANY THIRD PARTIES. WE  DISCLAIM ALL LIABILITIES ARISING OUT OF ANY THIRD PARTY’S ACTS OR OMISSIONS, OF EVERY KIND AND NATURE, WHETHER FORSEEABLE OR NOT. 

  1. LIMITED LIABILITY. COMPANY’S LIABILITY TO YOU IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR ANY OTHER SERVICES PROVIDED TO YOU BY OR THROUGH COMPANY, exceeding ten dollars ($10.00.) This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action.
  2. RELEASE. IN CONSIDERATION OF BEING PERMITTED TO ACCESS AND USE THE SITE AND SERVICE, YOU HEREBY AGREE TO RELEASE COMPANY, AND ITS AFFILIATES, AND EACH OF ITS AND THEIR RESPECTIVE SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, MANAGERS, MEMBERS, AGENTS, CO-BRANDERS, OTHER PARTNERS, EMPLOYEES, AND ALL LICENSEES AND DESIGNEES OF COMPANY FROM ALL DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE), LOSSES, LIABILITIES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH DISPUTES BETWEEN YOU AND THIRD PARTIES IN CONNECTION WITH THE SERVICES, YOUR ACCESS AND USE OF THE SERVICES, OR ANY EVENTS LISTED THEREON.

IN CONNECTION WITH THE FOREGOING RELEASE, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE 1542 AND ANY OTHER APPLICABLE LAW OR STATUTE, WHICH SAYS, IN SUBSTANCE:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” 

 

  1. ECPA NOTICE. Pursuant to the Electronic Communications Privacy Act (18 U.S.C. §§ 2701-2711): THE COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. The Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other content stored on the Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with Your use of the Service.
  2. AFFILIATED SITES. Company has no control over, and no liability for any third party websites or materials. Company works with a number of partners and affiliates whose websites may be linked with the Site. Because neither Company nor the Site has control over the content and performance of these partner and affiliate sites, Company makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and Company assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites. Similarly, from time to time in connection with Your use of the Site, You may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that Company makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this third party content, and that, unless expressly provided otherwise, these Terms shall govern  Your use of any and all third party content in connection with, arising out of, or relating to the Site.
  3. INDEMNITY. You agree to indemnify Company for certain of Your acts and omissions. You agree to indemnify, defend, and hold harmless Company, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from Your access to or use of the Site, Your violation of these Terms, or Your infringement of any intellectual property or other right of any person or entity and all violations of state, federal, local, or foreign law caused by or arising out of Your acts or omissions. Company will notify You promptly of any such claim, loss, liability, or demand, and will provide You with reasonable cooperation, at Your expense, in defending any such claim, loss, liability, damage, or cost.
  4. COPYRIGHT. All contents of Site are copyrighted to Company.  All rights are reserved.
  5. TRADEMARKS.  The trademarks, service marks, and logos of Company (the “Company Trademarks”) used and displayed in connection with the Services are registered and unregistered trademarks or service marks of Company. Other company, product, and service names used in connection with the Services may be trademarks or service marks owned by third parties (the “Third Party Trademarks”, and, collectively with Company Trademarks, the “Trademarks”). The offering of the Services shall not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of Company specific for each such use. The Trademarks may not be used to disparage Company, any third party or Company’s or third party’s products or services, or in any manner (in Company’s sole judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless Company approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any Company Trademark shall inure to Company’s benefit.
  6. NOTIFICATION. You agree that We may provide notifications to You via email, written or hard copy notice, or through conspicuous posting of such notice on Our Site. You may opt out of certain means of notification or to receive certain notifications.
  7. ARBITRATION; NO CLASS ACTION; NO JURY.  

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. IF YOU RESIDE WITHIN THE EUROPEAN ECONOMIC AREA, THIS SECTION APPLIES ONLY TO BUSINESS CUSTOMERS (NOT “CONSUMERS”).  

  1. Arbitration Agreement; Claims. This Section is referred to as the “Arbitration Agreement” in these Terms. Unless you opt out of the Arbitration Agreement in accordance with the procedure described in Section you and Company (together, the “Parties”) agree that any and all disputes or claims that arise between you and Company relating to the Site, interactions with others on the Site, and/or these Terms (including any alleged breach of these Terms) (collectively, “Claims”), except for Excluded Claims (defined in the following sentence), will be resolved as set forth in this Arbitration Agreement. As used herein, “Excluded Claims” means (1) individual claims brought in small claims court (if your claims qualify), (2) claims in which either party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property (including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents), and (3) claims that, as a matter of applicable law, cannot be made subject to arbitration.
  2. Agreement to Arbitrate. Unless you opt out of the Arbitration Agreement in accordance with the procedure described below, you agree that any and all Claims (other than Excluded Claims) will be resolved exclusively on an individual basis through final and binding arbitration, rather than in a court, in accordance with this Arbitration Agreement, and your rights in connection with all Claims (other than Excluded Claims) will be determined by a neutral arbitrator, not by a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To the extent that the Parties’ dispute involves both timely filed Excluded Claims and other Claims subject to this Agreement, the Parties agree to bifurcate and stay for the duration of the arbitration proceedings any such Excluded Claims.
  3. Prohibition of Class and Representative Actions and Non-Individualized ReliefYOU AND COMPANY AGREE THAT, UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT IN ACCORDANCE WITH THE BELOW, EACH OF US MAY BRING CLAIMS (EXCEPT TO THE EXTENT THAT THE RIGHT TO BRING A CLAIM IN A PURPORTED CLASS OR REPRESENTATIVE ACTION CANNOT BE WAIVED AS A MATTER OF LAW) AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND COMPANY AGREE OTHERWISE (OR TO THE EXTENT THAT THE RIGHT TO BRING A CLAIM IN A PURPORTED CLASS OR REPRESENTATIVE ACTION CANNOT BE WAIVED AS A MATTER OF LAW), THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER SITE USERS.
  4. Pre-Arbitration Dispute Resolution. Before you commence arbitration, we suggest that you contact us to explain your complaint. Our preference will always be to resolve complaints amicably and efficiently, without the need for arbitration. You may contact us via email at ________________.  If the issue is not resolved and results in arbitration, we will need to mutually select and agree upon an arbitrator and the rules and procedures to govern the arbitration.
  5. Arbitration Procedures. The Parties will try in good faith to mutually select and agree upon an arbitrator and rules and procedures to govern the arbitration. If we cannot agree, then the arbitration will be conducted in English by a neutral arbitrator in accordance with your choice of the JAMS Streamlined Arbitration Rules and Procedures (the “JAMS Rules”) or the Rules of the International Center for Dispute Resolution (the “ICDR Rules”), as modified by this Arbitration Agreement. The rules that apply are those in effect when arbitration is demanded by either of the Parties. The JAMS Rules are available at https://www.jamsadr.com/rules-streamlined-arbitration, and the ICDR Rules are available at https://www.icdr.org/rules_forms_fees, and both Rules are incorporated in these Terms by reference. You either acknowledge and agree that you have read and understand the Rules or waive your opportunity to read the Rules and any claim that the Rules are unfair or should not apply for any reason. If there is any inconsistency between the Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would, including without limitation, the limitation of liability provisions above. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms and applicable law. The arbitrator shall submit a decision in writing, specifying the findings of fact and the conclusions of law on which the decision is based. Decisions by the arbitrator are binding and enforceable in court and may be overturned by a court only for very limited reasons.
  6. The arbitration will be held in Los Angeles, California. If the value of the relief sought is $10,000 USD (or equivalent in local currency) or less, you or Company may elect to have the arbitration conducted by telephone or based solely on written submissions, which election will be binding on you and Company subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by you and/or Company, unless the arbitrator requires otherwise.
  7. The arbitrator will decide the substance of all claims in accordance with the laws of the State of California including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator will not be bound by rulings in prior arbitrations involving different Company users, but is bound by rulings in prior arbitrations involving the same Company user to the extent required by applicable law. As limited by applicable law, these Terms and the applicable JAMS Rules, the arbitrator will have (1) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Claim, including the determination of whether a Claim is arbitrable, and (2) the authority to grant any remedy that would otherwise be available in court.
  8. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees“) will be shared equally by you and Company, except where prohibited by applicable law.  In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Company for all fees associated with the arbitration paid by Company on your behalf that you otherwise would be obligated to pay under the JAMS or ICDR Rules.
  9. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.
  10. Severability. If any term, clause or provision of this Section is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable.
  11. Opt-Out Procedure. You can choose to reject this Arbitration Agreement by mailing us a written opt-out notice (“Opt-Out Notice“) in accordance with the terms of this Section. The Opt-Out Notice must be postmarked no later than 30 days after the date you accept these Terms for the first time. You must mail the Opt-Out Notice to _____________________________. The Opt-Out Notice must state that you do not agree to the Arbitration Agreement and must include your name, address, phone number, and the email address(es) used to register for the Site to which the opt-out applies. You must sign the Opt-Out Notice with an original signature for it to be effective. This procedure is the only way you can opt out of the Arbitration Agreement. If you opt out of the Arbitration Agreement, the entire Arbitration Agreement will not apply with respect to you, but the remainder of these Terms will continue to apply. Opting out of this Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with us. By opting out of binding arbitration, you are agreeing to resolve Claims (including Excluded Claims) in accordance with this Section.
  12. Future Changes to this Arbitration Agreement. Notwithstanding any provision in these Terms to the contrary, you agree that if we make any change to this Arbitration Agreement (other than a change to any notice address or website link provided herein) in the future, that change will not apply to any claim that was filed in a legal proceeding against Company prior to the effective date of the change. Moreover, if we terminate this Arbitration Agreement by removing it from these Terms, such termination will not be effective until 30 days after the version of these Terms not containing the Arbitration Agreement is posted to the Site, and will not be effective as to an any claim that was filed in a legal proceeding against us prior to the effective date of removal.
  1. JURISDICTION. By using this Site, and/or registering with the Site, You consent to the personal jurisdiction over You by the State of California and waive all defenses asserting improper service, lack of personal jurisdiction, forum non conveniens, or any similar defense that challenges the personal jurisdiction of the State of California over You.  
  2. CHOICE OF LAW. These Terms shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction of Los Angeles, California in all disputes arising out of or related to the use of the Site.
  3. SEVERABILITY; WAIVER. If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
  4. NO LICENSE. Nothing contained on the Site should be understood as granting You a license to use any of the trademarks, service marks, or logos owned by Company or by any third party.
  5. JURISDICTIONAL LIMITATIONS.  Company makes no representation that any of the materials or the services to which You have been given access are available or appropriate for use in other locations. Your use of or access to the Site should not be construed as Company’s purposefully availing itself of the benefits or privilege of doing business in any state or jurisdiction.
  6. MODIFICATIONS. Company may, in its sole discretion and without prior notice, (a) revise these Terms of Use; (b) modify the Site and/or the Service; and (c) discontinue the Site at any time. Company shall post any revision to these Terms of Use to the Site, and the revision shall be effective immediately on such posting. You agree to review these Terms of Use and other online policies posted on the Site periodically to be aware of any revisions. You agree that, by continuing to use or access the Site following notice of any revision, You shall abide by any such revisions.
  7. ACKNOWLEDGEMENT. BY USING THE SERVICE OR ACCESSING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.

 

 

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