Terms&Conditions

Description
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Effective Date: [DATE]

Welcome to [DOMAIN NAME] (the “Website”). This Terms of Use Agreement (the “Agreement”) is made and entered into by and between you and [COMPANY’S NAME] (the “Company”, “us”, “we”, or “our”). This Agreement sets forth the terms and conditions that govern your use of and access to the Website and any products, materials, and services provided by or on the Website (collectively, the “Services”).

IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. IN PARTICULAR, PLEASE REVIEW THE MANDATORY ARBITRATION PROVISION IN SECTION 16.2.

1. Acceptance of this Agreement.

1.1 Acceptance Through Using or Accessing the Services.

Please review the following terms carefully. By accessing or using the Services (or by clicking on “accept” or “agree” to this Agreement when prompted), you agree to be bound by the terms and conditions of this Agreement on behalf of yourself or the entity or organization that you represent. If you do not agree to the terms and conditions of this Agreement, you may not use or access the Services and must exit the Website immediately.

1.2 Eligibility Requirements to Use or Access the Services.  

To use the Website or any other Services, you must be (i) at least 13 years old, (ii) a resident of the United States, and (iii) not a competitor of or using the Services for purposes that are competitive with the Company. 

By accessing or using the Services, you represent and warrant that you meet all the foregoing eligibility requirements. You also represent and warrant that you have the right, authority, and capacity to enter into this Agreement on your behalf or the entity or organization that you represent. If you do not meet all these requirements, you may not use or access the Services.

1.3 Changes to this Agreement. 

The Company reserves the right to change this Agreement from time to time in its sole discretion.  Except for changes made for legal or administrative purposes, the Company will provide reasonable advance notice before the changes become effective. All changes will apply to your use of and access to the Services from the date the changes become effective and onwards. For new users, the changes will be effective immediately.

Your continued use of or access to the Services following any changes to this Agreement shall constitute your acknowledgment of such changes and agreement to be bound by the terms and conditions of such changes. You should check this page frequently so that you are aware of any changes since they are binding on you.

2. Access to the Services.

  •  Changes to Your Access and the Services. The Services may change from time to time as the Company evolves, refines, or adds more features to the Services. The Company reserves the right to modify, withdraw, or discontinue the Services, in whole or in part, at any time without notice to you. You agree that the Company shall have no liability to you or any third party for any losses or damages caused by the Services not being available, in whole or in part, at any time or for any period.
  • Creating an Account. You may be required to register for an account and provide certain information about yourself to access the Services or certain features of the Services. You promise to provide us with accurate, complete, and updated information about yourself. The Company may have different types of accounts for different users. If you connect to any Services with a third-party service, you grant us permission to access and use your information from such service as permitted by that service to store your login credentials for that service. All information that you provide will be governed by our Privacy Policy ([LINK TO PRIVACY POLICY]). You consent to all actions that we may take with respect to your information consistent with our Privacy Policy.
  • Account Responsibilities. You are entirely responsible for maintaining the confidentiality of your password and account. You are also entirely responsible for any and all activities associated with your account. Your account is personal to you and you agree not to provide any other person with access to the Services or any portions of it using your username, password, or other security information. You should ensure that you exit from your account at the end of each session. You should use extra caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You may not transfer your account to anyone else without our prior written permission. You agree to notify the Company immediately of any actual or suspected unauthorized use of your account or any other breach of security. The Company will not be liable for any losses or damages arising from your failure to comply with the above requirements. You will be held liable for losses or damages incurred by the Company or any third party due to someone else using your account or password.
  • Termination or Deletion of an Account. The Company shall have the right to suspend or terminate your account at any time in our sole discretion for any or no reason, including if we determine that you have violated any terms or conditions of this Agreement. You may delete your account at any time, for any reason, by following the instructions on the Website.

3. Policy for Using the Services.

3.1 Prohibited Uses.    

You may use the Services for lawful purposes only and in accordance with this Agreement. You agree not to use the Services in any way that could damage the Services or general business of the Company. You may only use the Services for your own personal, non-commercial use, and not on behalf of or for the benefit of any third party.

3.2 Prohibited Activities.

You further agree not to engage in any of the following prohibited activities in connection with using the Services:

  • No Violation of Laws or Obligations. Violate any applicable laws or regulations (including intellectual property laws and right of privacy or publicity laws) or any contractual obligations.
  • No Unsolicited Communications. Send any unsolicited or unauthorized advertising, promotional materials, spam, junk mail, chain letters, or any other form of unsolicited communications, whether commercial or otherwise.
  • No Impersonation. Impersonate others or otherwise misrepresent your affiliation with a person or entity in an attempt to mislead, confuse, or deceive others.
  • No Harming of Minors. Exploit or harm minors in any way, including exposing inappropriate content or obtaining personally identifiable information.
  • Compliance with Content Standards. Upload, display, distribute, or transmit any material that does not comply with the Content Standards set out below in this Agreement.
  • No Interference with Others’ Enjoyment. Harass or interfere with anyone’s use or enjoyment of the Services, or expose the Company or other users to liability or other harm.
  • No Interference or Disabling of the Services. Use any device, software, or routine that interferes with the proper working of the Services, or take any action that may interfere with, disrupt, disable, impair, or create an undue burden on the infrastructure of the Services, including servers or networks connected to the Website.
  • No Monitoring or Copying Material. Copy, monitor, distribute, or disclose any part of the Services by automated or manual processes, devices, or means. This includes, without limitation, using automatic devices such as robots, spiders, offline readers, crawlers, or scrapers to strip, scrape, or mine data from the Website; provided, however, that the Company conditionally grants to the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials.
  • No Viruses, Worms, or Other Damaging Software. Upload, transmit, or distribute to or through the Services any viruses, Trojan horses, worms, logic bombs, or other materials intended to damage or alter the property of others, including attacking the Services via a denial-of-service or distributed denial-of-service attack.
  • No Unauthorized Access or Violation of Security. Violate the security of the Services through (i) any attempt to gain unauthorized access to the Services or to other systems or networks connected to the Services, (ii) the breach or circumvention of encryption or other security codes or tools, or (iii) data mining or interference to any server, computer, database, host, user, or network connected to the Services.
  • No Reverse Engineering. Reverse engineer, decompile, or otherwise attempt to obtain the source code or underlying information of or relating to the Services.
  • No Collecting User Data. Collect, harvest, or assemble any data or information regarding any other user without their consent. This includes, without limitation, their emails, usernames, or passwords.
  • No Other Interference. Otherwise attempt to interfere with the proper working of the Services.
  • Attempt or Assist Others in Attempting. Attempt any of the foregoing or assist, permit, or encourage others to do or attempt any of the foregoing.

3.3 Geographic Restrictions.

The Company is based in the United States. The Services are for use by persons located in the United States only. By choosing to access the Services from any location other than the United States, you accept full responsibility for compliance with all local laws. The Company makes no representations that the Services or any of its content are accessible or appropriate outside of the United States. 

4. Purchasing and Selling Content

We provide a marketplace for users to list, market and sell certain consulting services (the “Content for Sale”).

4.1 Counselors

Account holders may choose to provide the consulting services for clients; if you are providing consulting services, you are considered a “Counselor”. A Counselor may make his or her Content for Sale available to other Account holders by uploading and listing the Content for Sale on the Service, and setting the price for such Content for Sale (the “Price”). A Counselor is responsible for ensuring that any description of the Content for Sale is accurate (including but not limited to the Price and any functional restrictions) and a Counselor must keep any such description up to date. As a Counselor, you may be required to agree to additional terms and provide additional information (e.g., financial information for the payment process, social security number for tax purposes, written authorization from an organization or educational institution) as reasonably requested by Company or required by its third-party payment processors.

4.2 Buyers (Clients)

4.2.1 Billing Policies

  • A valid credit card or debit card is required for paying accounts.
  • All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
  • Company may change its fees and payment policies for Company Services or Content at any time. Company is not required to provide an updated pricing structure notification to users, only if such changes will affect current subscribers ongoing policies at which point Company will issue a written notice with a minimum of 7 days’ notice before such changes take effect.

Account holders may purchase Content for Sale listed on Services; if you are purchasing Content for Sale, you are considered a “Buyer”.

4.2.2 Financial Terms

When a Buyer orders consulting service from a Counselor, Company will process the payment and charge the Price to the payment account provided, e.g., the Buyer’s credit card or debit card. Purchases through the Services may be subject to taxes in certain states, which may be a sales tax and/or use tax. Buyers are responsible for paying all such applicable taxes. The payment processor may also charge an additional fee for the processing of Buyer’s payment.

After Company has processed a Buyer’s payment, it will remit a portion of the payment to the Counselor that equals the Price less the Service Fee (defined below) and any other applicable processing fees.

5. Compensation

Counselors shall be compensated on the amount that equals the Price less the Service Fee and any other applicable processing fees. 

5.1 Payment Processing

Payment processing services for users on Company are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a user on Company, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Company enabling payment processing services through Stripe, you agree to provide Company accurate and complete information about you and your business, and you authorize Company to share it and transaction information related to your use of the payment processing services provided by Stripe.

5.2 Processing fees

Additional processing fees may be charged by the payment processor. After deducting the Service Fee, Company will remit the balance of the Price to the Counselor by check or via ACH direct deposit. The Service Fee is non-refundable. As a Counselor, you agree to pay any applicable taxes on the amount you receive, including but not limited to any income tax. Company uses a third-party payment processing service that may require a Counselor to agree to additional terms and authorize disclosure of personal information for the purposes of processing.

Company reserves the right to change its Service Fee at any time and without notice. Your continued use of the indicates that you have consented to any such change to the Service Fee.

6. Relationship of Parties (Counselors)

Counselor is an independent contractor and nothing in this Agreement will be construed as establishing an employment or agency relationship between Company and Counselor. Counselor has no authority to bind Company by contract or otherwise. Counselor will perform Services under the general direction of Company, but Counselor will determine, in Counselor’s sole discretion, the manner and means by which Services are accomplished, subject to the requirement that Counselor will at all times comply with applicable law. Counselor will be solely responsible for the payment of all withholding taxes, social security, workers. compensation, unemployment and disability insurance or similar items required by any government agency.

6.1 Tax Obligations

As a contractor, you’ll need to fill out a W9. The W9 form will appear as a pop-up on the website if you make $500+ in any given fiscal year. Filling out the form will be required for you to cash out any further earnings. Once submitted, Company will be able to send you a 1099 form for your taxes.

6.2 Termination

Company reserves the right to terminate Counselors at any time, with or without cause.

We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending us an email. Upon any termination, discontinuation or cancellation of Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, irrevocable licenses, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions. If you terminate your account, you may no longer be able to access, view, download or print any Content for Sale that you purchased prior to termination via the Services.

Counselors may be terminated or removed from the Company marketplace at any time, for any reason, without notice which may limit any further funds being collected by this Counselor.

6.3 Termination of Counselors

The Company reserves the right to terminate the relationship between itself Counselor for any reason at any time and withhold base pay, including but not limited to:

  • The relationship between The Company and Counselor is no longer financially beneficial to one or both of the parties;
  • There is explicit content from the Counselor during the Service;
  • Counselor’s Service is deemed low quality by the Quality Control team or users.
  • Counselors provide anything other than Service, such as explicit content. The Company furthermore reserves the right to remove from its exchange all legitimate materials uploaded by Counselor and may ban the Counselor’s membership for a period of up to four years.

6.4 Stopping Usage of Company

You’re free to do that at any time, by contacting us at [Email Address]; please refer to our Privacy Policy [insert the Privacy Policy link here], as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.

For any questions, please email us at [Email Address]. Cancellations will be effective within 7 business days. All debts and fees must be paid before cancellation can take effect. Termination of your account does not affect your liability or obligations under the Terms.

Company is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. Company has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Account termination may result in destruction of any Content (defined below) associated with your account, so keep that in mind before you decide to terminate your account.

6.5 Compensation Amendment

Company retains the right to augment, reduce, adjust, or modify any element of the compensation structure, including its dissolution in whole or in part without prior notice.

6.6 Liability Insurance

Counselor acknowledges that Company will not carry any liability insurance on behalf of the Counselor. The counselor will maintain in force adequate liability insurance to protect the Counselor from claims of personal injury (or death) or tangible or intangible property damage (including loss of use) that arise out of any act or omission of the Counselor.

6.7 Duty of Loyalty

Counselor owes a fiduciary duty of loyalty, care, disclosure, fidelity, good faith, and allegiance to use their reasonable best efforts to always act in the best interests of the Company. No Counselor shall engage, directly or indirectly, in any business, venture, or transaction that might compete with the Company or create a direct conflict of interest with the Company. Otherwise, we reserve our right to take legal action regarding the matters set forth herein.

6.8 Confidentiality of Proprietary Information

Counselors shall take reasonable steps to protect the confidential and proprietary information of the Company. Counselor is restricted from disclosing, divulging, or communicating confidential and proprietary information unless required and understood as necessary in the ordinary course of the Company’s business. This covenant shall last for the entirety of the Counselor’s tenure and five years upon voluntary or involuntary withdrawal.

7. Intellectual Property Rights.

7.1 Ownership of Intellectual Property. 

You acknowledge that all intellectual property rights, including copyrights, trademarks, trade secrets, and patents, in the Services and its contents, features, and functionality (collectively, the “Content”), are owned by the Company, its licensors, or other providers of such material. The Content is protected by U.S. and international intellectual property or proprietary rights laws. Neither this Agreement nor your access to the Services transfers to you any right, title, or interest in or to such intellectual property rights.  Any rights not expressly granted in this Agreement are reserved by the Company and its licensors.

7.2 License to Use the Services. 

During the Term of this Agreement, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use and access the Content solely for personal and non-commercial use only in accordance with this Agreement. The Content may not be used for any other purpose.  This license will terminate upon your cessation of use of the Services or at the termination of this Agreement.

7.3 Certain Restrictions. 

The rights granted to you in this Agreement are subject to the following restrictions:

  • No Copying or Distribution. You shall not copy, reproduce, publish, display, perform, post, transmit, or distribute any part of the Content in any form or by any means except as expressly permitted herein or as enabled by a feature, product, or the Services when provided to you.
  • No Modifications. You shall not modify, create derivative works from, translate, adapt, disassemble, reverse compile, or reverse engineer any part of the Content.
  • No Exploitation. You shall not sell, license, sublicense, transfer, assign, rent, lease, loan, host, or otherwise exploit the Content or the Services in any way, whether in whole or in part.
  • No Altering of Notices. You shall not delete or alter any copyright, trademark, or other proprietary rights notices from copies of the Content.
  • No Competition. You shall not access or use the Content in order to build a similar or competitive website, product, or service.
  • Systematic Retrieval. You shall not use any information retrieval system to create, compile, directly or indirectly, a database, compilation, collection or directory of the Content or other data from the Services.

7.4 Trademark Notice.

All trademarks, logos, and service marks displayed on the Services are either the Company’s property or the property of third parties.  You may not use such trademarks, logos, or service marks without the prior written consent of their respective owners.

8. User Content.

8.1 User Generated Content.    

The Services may contain message boards, chatrooms, profiles, forums, and other interactive features that allow users to post, upload, submit, publish, display, or transmit to other users or other persons content or materials (collectively, “User Content”) on or through the Services.

You are solely responsible for your User Content.  Please consider carefully what you choose to share. All User Content must comply with the Content Standards set forth below.  Any User Content you post on or through the Services will be considered non-confidential and non-proprietary. You assume all risks associated with the use of your User Content.  This includes any reliance on its accuracy, completeness, reliability, or appropriateness by other users and third parties, or any disclosure of your User Content that personally identifies you or any third party.  You agree that the Company shall not be responsible or liable to any third party for any User Content posted by you or any other user of the Services.

You further agree that the Company shall not be responsible for any loss or damage incurred as the result of any interactions between you and other users. Your interactions with other users are solely between you and such users. If there is a dispute between you and any other user, we are under no obligation to become involved.

8.2 License. 

You hereby grant to the Company an irrevocable, non-exclusive, royalty-free and fully-paid, transferable, perpetual, and worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, in connection with the Services and the Company’s business including, without limitation, for promoting and redistributing part or all of the Services in any media formats and through any media channels.

You represent and warrant that you have all the rights, power, and authority necessary to grant the rights granted herein to any User Content that you submit. You hereby irrevocably waive all claims and have no recourse against us for any alleged or actual infringement or misappropriation of any proprietary rights in any communication, content, or material submitted to us. Please note that all of the following licenses are subject to our Privacy Policy ([INSERT LINK TO PRIVACY POLICY]) to the extent they relate to any User Content that contains any personally identifiable information.

8.3 Content Standards. 

You agree not to send, knowingly receive, upload, transmit, display, or distribute any User Content that does not comply with the following standards (“Content Standards”). User Content must not:

  • Violate Laws or Obligations. Violate any applicable laws or regulations (including intellectual property laws and right of privacy or publicity laws), or any contractual or fiduciary obligations.
  • Promote Illegal Activity or Harm to Others. Promote any illegal activity; advocate, promote, or assist any unlawful act; or create any risk of any harm, loss, or damage to any person or property.
  • Infringe Intellectual Property Rights. Infringe any copyright, trademark, patent, trade secret, moral right, or other intellectual property rights of any other person.
  • Defamatory, Abusive, or Otherwise Objectionable Material. Contain any information or material that we deem to be unlawful, defamatory, trade libelous, invasive of another’s privacy or publicity rights, abusive, threatening, harassing, harmful, violent, hateful, obscene, vulgar, profane, indecent, offensive, inflammatory, humiliating to other people (publicly or otherwise), or otherwise objectionable. This includes any information or material that we deem to cause annoyance, inconvenience, or needless anxiety, or be likely to upset, embarrass, alarm, or annoy another person.
  • Promotion of Sexually Explicit Material or Discrimination. Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
  • Fraudulent Information or Impersonation. Contain any information or material that is false, intentionally misleading, or otherwise likely to deceive any person including, without limitation, impersonating any person, or misrepresenting your identity or affiliation with any person or organization.
  • Commercial Activity. Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
  • Endorsement by the Company. Represent or imply to others that it is in any way provided, sponsored, or endorsed by the Company or any other person or entity, if that is not the case.

8.4 Monitoring and Enforcement.

We reserve the right at all times, but are not obligated, to:

  • take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates the Content Standards or any other provision in this Agreement, or creates liability for the Company or any other person. Such action may include reporting you to law enforcement authorities.
  • remove or reject any User Content for any or no reason in our sole discretion.
  • disclose any User Content, your identity, or electronic communication of any kind to satisfy any law, regulation, or government request, or to protect the rights or property of the Company or any other person.
  • Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of this Agreement.   

We do not review User Content before it is posted on or through the Services, and therefore cannot ensure prompt removal of questionable User Content. Accordingly, the Company and its affiliates, and their respective officers, directors, employees or agents, assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. The Company shall have no liability or responsibility to anyone for performance or non-performance of the activities described in this Section.

8.5 Feedback to the Company.

If you provide the Company with any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to the Company all rights in such Feedback and agree that the Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. The Company will treat any Feedback that you provide to the Company as non-confidential and non-proprietary. You agree that you will not submit to the Company any information or ideas that you consider to be confidential or proprietary.

9. Assumption of Risk.

The information presented on or through the Services is made available for general information purposes only. The Company does not warrant the accuracy, completeness, suitability, or quality of any such information.  Any reliance on such information is strictly at your own risk. The Company disclaims all liability and responsibility arising from any reliance placed on such information by you or any other user to the Services, or by anyone who may be informed of any of its contents.

10. Privacy.

For information about how the Company collects, uses, and shares your information, please review our Privacy Policy ([LINK TO PRIVACY POLICY]). You agree that by using the Services you consent to the collection, use, and sharing (as set forth in the Privacy Policy) of such information.

The Children’s Online Privacy Protection Act requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years old. We do not knowingly collect or solicit personally identifiable information from a child under 13 years old without obtaining verifiable consent from that child’s parent or guardian (“Parental Consent”), except for the limited amount of personally identifiable information we need to collect in order to obtain Parental Consent (“Required Information”). Until we have received Parental Consent, we will only use Required Information for the purpose of obtaining Parental Consent. If you are a child under 13 years old, please do not attempt to send any personal information about yourself to us before we obtain Parental Consent, except for the Required Information in the context of the Parental Consent process. If you believe that a child under 13 years old has provided us with personal information (beyond the Required Information) without our obtaining Parental Consent, please contact us. 

11. Third-Party Links and Ads.

The Services may contain links to third-party websites, resources, and services, as well as advertisements (collectively, “Third-Party Links”). Third-Party Links are provided for your convenience only. The Company does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links. The Company has no control over the contents, products, or services of any Third-Party Link and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any Third-Party Link, you do so entirely at your own risk and subject to the terms and conditions of use for such Third-Party Link. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with any Third-Party Link.

12. Termination.

12.1 Termination. 

The Company may suspend or terminate your access or rights to use the Services at any time, for any reason, in our sole discretion, and without prior notice, including for any breach of the terms of this Agreement. Upon termination of your access or rights to use the Services, your right to access and use the Services will immediately cease.  The Company will not have any liability whatsoever to you for any suspension or termination of your rights under this Agreement, including for termination of your account or deletion of your User Content. If you have registered for an account, you may terminate this Agreement at any time by contacting the Company and requesting termination.

12.2 Effect of Termination.

Upon termination of this Agreement, any provisions that by their nature should survive termination shall remain in full force and effect.  This includes, without limitation, ownership or intellectual property provisions, warranty disclaimers, and limitations of liability. Termination of your access to and use of the Services shall not relieve you of any obligations arising or accruing prior to termination or limit any liability that you otherwise may have to the Company or any third party.  You understand that any termination of your access to and use of the Services may involve deletion of your User Content associated with your account from our databases. 

13. No Warranty.

THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, THE COMPANY AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE, COMPLETE, OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR REQUIREMENTS OR EXPECTATIONS.  TO THE FULLEST EXTENT PROVIDED BY LAW. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, DATA, OR OTHER PROPRIETARY MATERIAL THAT MAY RESULT FROM YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICES ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR THIRD-PARTY LINKS, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES OR ANY OTHER USER.

THE SERVICES WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

14. Limitation of Liability.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR ITS AFFILIATES, OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF DATA, LOSS OF GOODWILL, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO YOU (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF THE AGGREGATE AMOUNT PAID TO THE COMPANY FOR ANY GOODS, SERVICES, OR INFORMATION. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

15. Indemnification.

You agree to indemnify, defend, and hold harmless the Company and its affiliates and their respective officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) from and against any and all losses, claims, actions, suits, complaints, damages, liabilities, penalties, interest, judgments, settlements, deficiencies, disbursements, awards, fines, costs, fees, or expenses of whatever kind, including reasonable attorneys’ fees, fees and other costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, arising out of or relating to your breach of this Agreement or your use or misuse of the Services including, but not limited to, your User Content or any actions taken by a third party using your account. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to assist and cooperate with our defense or settlement of these claims.

16. Disputes.

16.1 Governing Law.

All matters relating to this Agreement, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California, without giving effect to any conflict of law principles. 

16.2 Dispute Resolution.

Please read this Section carefully. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Any dispute, claim or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation or validity thereof, shall be submitted to and decided by a single arbitrator by binding arbitration under the rules of the American Arbitration Association in Los Angeles, California. The decision of the arbitrator shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction by either party. The prevailing party in the arbitration proceedings shall be awarded reasonable attorneys’ fees, expert witness costs and expenses, and all other costs and expenses incurred directly or indirectly in connection with the proceedings, unless the arbitrator shall for good cause determine otherwise.

All arbitrations shall proceed on an individual basis. You agree that you may bring claims against the Company in arbitration only in your individual capacity and in so doing you hereby waive the right to a trial by jury, to assert or participate in a class action lawsuit or class action arbitration (either as a named-plaintiff or class member), and to assert or participate in any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. Notwithstanding anything to the contrary under the rules of the American Arbitration Association, 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. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

16.3 Limitation to Time to File Claims.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY WAIVED AND BARRED.

17. Miscellaneous.

17.1 Waiver.

Except as otherwise set forth in this Agreement, no failure of the Company to exercise, or delay by the Company in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

17.2 Severability. 

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

17.3 Entire Agreement.

This Agreement, together with all documents referenced herein, constitutes the entire agreement between you and the Company with respect to the subject matter contained herein. This Agreement supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the subject matter hereof.

17.4 Headings.  

Headings and titles of sections, clauses, and parts in this Agreement are for convenience only.  Such headings and titles shall not affect the meaning of any provisions of the Agreement.

17.5 No Agency, Partnership or Joint Venture.   

No agency, partnership, or joint venture has been created between you and the Company as a result of this Agreement. You do not have any authority of any kind to bind the Company in any respect whatsoever.

17.6 Assignment.

You shall not assign or delegate any of your rights or obligations under this Agreement without the prior written consent of the Company. Any purported assignment or delegation in violation of this Section shall be deemed null and void. No assignment or delegation shall relieve you of any of your obligations hereunder. The Company may freely assign or delegate its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against each of the parties hereto and their respective successors and assigns.

17.7 Export Laws.

The Services may be subject to U.S. export control laws and regulations. You agree to abide by these laws and their regulations (including, without limitation, the Export Administration Act and the Arms Export Control Act) and not to transfer, by electronic transmission or otherwise, any materials from the Services to either a foreign national or a foreign destination in violation of such laws or regulations.

18. Contact Information.

All notices of copyright infringement claims, feedback, comments, requests for technical support, and other communications relating to the Services should be directed to [Email Address].