TERMS OF USE
Last Updated: August 8, 2023
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.
- Your Acceptance of These Terms of Use
Soundview Media, Inc. (“we,” “our,” or “us”) operates KerryWashingtonBook.com, any related websites, and corresponding products or services available via mobile applications on which we display a link to these Terms of Use (“Terms of Use”) (collectively, the “Services”).
These Terms of Use govern access to and use of the Services and incorporate our Privacy Policy and any other applicable policies and guidelines, as may be updated from time to time. These Terms of Use constitute a legal agreement between you and us. By accessing or using the Services, you agree to these Terms of Use. If you do not agree to these Terms of Use, please do not access or use the Services.
All references to “you” or “your,” as applicable, mean the person who accesses, uses, and/or participates in the Services in any manner, and each of your heirs, assigns, and successors. If you use the Services on behalf of an entity or another individual, you represent and warrant that you have the authority to bind that entity or individual, your acceptance of these Terms of Use will be deemed an acceptance by that entity or individual, and “you” and ”your” herein will refer to that entity, its directors, officers, employees, and agents.
- Eligibility and Account ObligationsAccess to and use of the Services is available only to individuals who are at least 18 years old and can form legally-binding contracts under applicable law. By accessing or using the Services, you represent and warrant that you meet this eligibility criteria. You may only create one account on the Services, and it must be for your own personal use (e.g., not commercial use). The information you provide in connection with your account must be true and accurate. You may not share your credentials or use another account to access or otherwise use the Services. You are solely responsible for safeguarding your account credentials, and for all activity that occurs on your account.
- Ownership of the Services and Its Content
The Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including copyright. All content, related intellectual property, and other rights are our sole and exclusive property or that of our licensors, unless we expressly grant them to another. Subject to your complete and ongoing compliance with these Terms of Use, we grant you a non-transferable, non-exclusive, revocable, limited license to access and use the Services. We reserve all rights not expressly granted to you by these Terms of Use.
By sending us any feedback, comments, questions, or suggestions concerning us or the Services (collectively, “Feedback”), you represent and warrant (a) that you have the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other person or entity, and (c) that your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute, and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against us and our users any claims and assertions of any moral rights contained in such Feedback. This Feedback section survives any termination of your account, these Terms of Use, the Services, or your participation in the Services.
The Services (including, but not limited to, text, photographs, graphics, video, audio content, and computer code) are protected by copyright as collective works or compilation under the copyright laws of the United States and other countries. All individual articles, photographs, graphics, video, audio, and other content or elements comprising the Services are also copyrighted works. All copyrights in the Services are owned by us or by our third-party licensors to the extent permitted under the United States Copyright Act and all international copyright laws.
Except for content that you have posted on the Services, or unless expressly authorized by us in writing, you are prohibited from publishing, reproducing, distributing, publishing, entering into a database, displaying, performing, modifying, creating derivative works, transmitting, or in any way exploiting any part of the Services.
- User Content
In connection with your use of the Services, you may also post information in online forums, chats, or other areas on our Services. We refer to this information posted by our users collectively as “User Content.” You own your User Content; we do not own it. By making available any User Content on or through the Services, you hereby grant us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise utilize such User Content on, through, by means of or to promote, market or advertise the Services, or for any other purpose in our sole discretion. In the interest of clarity, the license granted to us will survive termination of the Services or your account. We do not claim ownership rights in your User Content and nothing in these Terms of Use will be deemed to restrict rights that you may have to use and exploit any such User Content submitted, posted, uploaded, published, or transmitted on or through the Services by you.
You acknowledge and agree that we may or may not, in our sole discretion, pre-screen or otherwise monitor User Content before or after it is uploaded into the Services, but we have no obligation to do so. We reserve the right in our sole discretion, but do not assume the obligation, to reject, move, edit, or remove any User Content, including any User Content that violates these Terms of Use or is otherwise objectionable.
You understand that when using the Services, you may be exposed to User Content from a variety of sources, including User Content that you may consider offensive or objectionable. We are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Content, and such User Content is not our responsibility. Any User Content is solely the responsibility of the person or entity submitting such User Content, and we expressly disclaim any and all liability in connection with such User Content. You understand and agree we are not responsible or liable for the deletion of, or the failure to store or integrate into the Services, any User Content. We reserve the right to remove any content, including User Content, for any reason in our sole discretion.
- Notice and Procedure for Making Claims of Copyright InfringementJust as we require users to respect our copyrights, and those of our affiliates and partners, we respect the copyrights of others. If you believe in good faith that your copyrighted work has been reproduced on our site without authorization in a way that constitutes copyright infringement, you may notify our designated copyright agent by mail to:
General Counsel / Copyright Agent
1675 Broadway, 20th Floor
New York, NY 10019
Please provide our copyright agent with the following information in writing:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
- Identification of the copyrighted work or a representative list of the works claimed to have been infringed;
- Identification of the allegedly infringing material and information reasonably sufficient to permit us to locate the material;
- Your name, address, telephone number, and email address, so that we may contact you if necessary;
- A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Please note that the DMCA provides that you may be liable for damages (including costs and attorney fees) if you knowingly misrepresent that material or activity is infringing. Please also note that the information provided in your copyright infringement notice may be provided to the person responsible for the allegedly infringing material. We will review your copyright notice in accordance with the DMCA, and reserve the right to remove any content for any reason in our sole discretion.
- Trade and Service Mark RightsAll rights in the product names, company names, trade names, logos, service marks, trade dress, slogans, product packaging, and designs of the Services, whether or not appearing in large print or with the trademark symbol, belong exclusively to us or our licensors and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. The use or misuse of these trademarks or any materials, except as permitted herein, is expressly prohibited, and nothing stated or implied on the Services confers on you any license or right under any patent or trademark owned or controlled by us, our affiliates, or any third party.
- Your Obligations
To the extent that you provide personal information to us in connection with your account, you agree that it will be true, accurate, current, and complete and that you will update all personal information as necessary. Please see our Privacy Policy for more information regarding information we collect, and how we use and disclose that information.
While using the Services you agree to comply with all applicable laws, rules, and regulations.
In addition to other prohibitions in these Terms of Use or displayed on the Services, you further agree that you will not:
- distribute, copy, rent, lease, sublicense, assign, transmit, sell or otherwise transfer any part of the Services, unless we expressly permit such in writing;
- disassemble, reverse engineer, modify, translate, alter, replicate, or decompile all or any portion of the Services or otherwise discern the source code of the Services;
- adapt, modify, translate, or create derivative works from the Services;
- probe, circumvent, disable, or interfere with features related to security or authentication measures;
- access or collect data from our Services using automated means or attempt to access data you do not have permission to access;
- use the Services, or encourage others to use the Services, to create, collect, transmit, store, use, or process any data that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right, or right of publicity);
- use the Services or assist someone else to use the Services in an unlawful, misleading, discriminatory, harassing, or fraudulent way;
- use the Services or assist others to use the Services to create, collect, transmit, store, use, or process objectionable content, including but not limited to hate speech, obscenity, violent content, or content that might incite violence or harm to others;
- impose unreasonable requests or burdens on our systems or resources, attempt to disrupt or otherwise overwhelm our infrastructure, or interfere with the access of any other user to the Services;
- use the Services to conduct any unlawful or fraudulent activities, send unsolicited communications or spam, publish or link to malicious content designed to disrupt another individual’s browser or computer;
- resell or make any commercial use of content on the Services without our prior written consent including, without limitation, using the Services to build a similar or competitive website, product, or service;
- use the Services in any way not specifically permitted under these Terms of Use; or
- attempt to indirectly undertake any of the above.
We reserve all rights and remedies available to us, including but not limited to, removing content, suspending or disabling your account for violation of these or other provisions in these Terms of Use.
- Communications
We may send you emails concerning our Services, products, and services, as well as those of third parties. You may opt-out of promotional emails by following the unsubscribe instructions in a promotional email. If you provide us with your telephone number, we may also call you to: (a) provide you with information you requested from us; (b) provide you with information about services and promotions that might interest you; and (c) respond to your inquiries regarding our products and services.
- Disclaimers
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. EXCEPT WHERE REQUIRED BY LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES OR ITS CONTENT, OR ANY PRODUCT OR SERVICE AVAILABLE ON OR PROMOTED THROUGH THE SERVICES. THE SERVICES AND ALL OF ITS CONTENT ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, WE, OUR AFFILIATES, AND THEIR SERVICE PROVIDERS AND LICENSORS DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING BY STATUTE, CUSTOM, COURSE OF DEALING, COURSE OF PERFORMANCE OR IN ANY OTHER WAY, WITH RESPECT TO THE SERVICES, ITS CONTENT, AND ANY PRODUCTS OR SERVICES AVAILABLE OR PROMOTED THROUGH THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR AFFILIATES, AND THEIR SERVICE PROVIDERS AND LICENSORS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES (a) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (b) RELATING TO THE SECURITY OF THIS SERVICES; (c) THAT THE CONTENT OF THE SERVICES IS ACCURATE, COMPLETE OR CURRENT; OR (d) THAT THE SERVICES WILL OPERATE SECURELY OR WITHOUT INTERRUPTION OR ERROR.
WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES, ITS SERVERS, OR ANY TRANSMISSIONS SENT FROM US OR THROUGH THE SERVICES WILL BE FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES). WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN THE CONTENT AVAILABLE ON THE SERVICES OR FOR DAMAGES ARISING FROM THE USE OR PERFORMANCE OF THE SERVICES.
WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF CERTAIN WARRANTIES, SO ALL OR PART OF THIS DISCLAIMER OF WARRANTIES MAY NOT APPLY TO YOU.
- Limitation of Liability
IN NO EVENT ARE WE AND/OR OUR LICENSORS LIABLE TO ANYONE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, REPUTATION, USE OR OTHER ECONOMIC ADVANTAGE) EVEN IF WE AND/OR OUR LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER BASIS. THE LIMITATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.
THIS LIMITATION OF LIABILITY SECTION APPLIES FULLY IN ALL STATES.
- Third-Party Links and Services
The Services may contain links or access to third-party content, websites, services or systems. We do not endorse any third-party content, websites, services, or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third-party content, websites, services, or systems are not under our control, and if you choose to access any such content, websites, services, or systems, you do so entirely at your own risk. Your interactions with such third parties will be governed by the third parties’ own terms of service and privacy policies, and any other similar terms.
- Modification and Discontinuation of the Services
We reserve the right at any time to modify, edit, delete, suspend or discontinue, temporarily or permanently, the Services (or any portion thereof) and/or the information, materials, products and/or services available through the Services (or any part thereof) with or without notice. You agree that we are not liable to you or to any third party in such event.
- Assignment
You may not assign or transfer these Terms of Use or your rights under these Terms of Use, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms of Use in whole or in part at any time to any entity without your notice or consent. Any purported assignment by you in violation of this section is void.
- Waiver, Severability, and Entire Agreement
Our failure at any time to require performance of any provision of these Terms of Use or to exercise any right provided for herein will not be deemed a waiver of such provision or such right. All waivers must be in writing. Unless the written waiver contains an express statement to the contrary, no waiver by us of any breach of any provision of these Terms of Use or of any right provided for herein will be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right herein.
Except as set forth in the Arbitration and Class Action Waiver section below, if any provision of these Terms of Use is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced to the fullest extent under law.
These Terms of Use (together with our Privacy Policy and any other legal documents, policies, terms, or agreements governing the Services) comprise the entire agreement between you and us with regard to the Services and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained in these Terms of Use.
- Arbitration and Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. FOR RESIDENTS OF THE EUROPEAN UNION OR UNITED KINGDOM WHO USED THE SERVICES IN THE EU OR UK, PLEASE ALSO REFER TO THE SECTION ENTITLED “DISPUTE RESOLUTION FOR E.U. OR UK RESIDENTS” BELOW.
We and you agree that these Terms of Use affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section is intended to be interpreted broadly and governs any and all disputes arising out of or relating to your use of the Services, claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration and Class Action Waiver agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration and Class Action Waiver agreement.
By agreeing to these Terms of Use, you agree to resolve any and all disputes with us as follows:
- Initial Dispute Resolution: Most disputes can be resolved without resorting to litigation. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with us, and good faith negotiations as part of this informal dispute resolution process is a condition to either party initiating a lawsuit or arbitration. This requires first sending a written description of the dispute to the other party. For any dispute you initiate, you agree to send the written description of the dispute along with the email address associated with your account to the following email address: [email protected]. For any dispute that we initiate, we will send our written description of the dispute to the email address associated with your account. The written description must be on an individual basis and provide, at minimum, the following information: your name; a description of the nature or basis of the claim or dispute; and the specific relief sought. If the dispute is not resolved within sixty (60) days after receipt of the written description of the dispute, we and you agree to the further dispute resolution provisions below. The above process for an informal dispute resolution process is required before you may commence any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process.
- Binding Arbitration: If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms of Use (including the Terms of Use’s or Privacy Policy’s formation, performance, and breach) and/or your use of the Services is finally settled by binding arbitration administered by National Arbitration and Mediation (“NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer and the Mass Filing Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions. The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Dept at [email protected]. The arbitrator, and not any federal, state, or local court or agency, has exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Use or the Privacy Policy, including but not limited to any claim that all or any part of these Terms of Use or Privacy Policy is void or voidable, whether a claim is subject to arbitration, or question of waiver by litigation conduct, and any dispute regarding the payment of administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator will be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award is binding on the parties and may be entered as a judgment in any court of competent jurisdiction.Only after the parties have engaged in a good-faith effort to resolve the dispute in accordance with the Initial Dispute Resolution provision, and only if those efforts fail, then either party may initiate binding arbitration as the sole means to resolve claims using the procedures set forth in the applicable NAM rules. If you are initiating arbitration, a copy of the demand will also be emailed to [email protected]. If we initiate arbitration, we will serve a copy of the demand to the email address associated with your account or the email that we have on file for you. The arbitrator has the right to impose sanctions in accordance with the NAM rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with the Initial Dispute Resolution procedure contemplated by this Section.You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM’s Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees are tolled during the pendency of such challenge. The arbitrator has the right to impose sanctions in accordance with NAMS rules for any claims the arbitrator determines to be frivolous or improper (under the standard set forth in Federal Rule of Civil Procedure 11), as well as for a party’s failure to comply with the Initial Dispute Resolution procedure contemplated by this Section.
The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing. For individuals residing outside the United States, arbitration will be initiated in the State of California. We and you further agree to submit to the personal jurisdiction of any federal or state court in the State of California and in the United States of America in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
The arbitrator will render an award within the time frame specified in the applicable NAM rules and procedures. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Section. The parties agree that the damages and/or other relief must be consistent with the terms of the “Limitation of Liability” section of these Terms of Use as to the types and the amounts of damages or other relief for which a party may be held liable. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration.
- Dispute Resolution for EU or UK Residents Who Have Used the Services in the EU or UK. Either Party may initiate binding arbitration as the sole means to resolve all disputes, subject to the terms above, as permitted by European law. Any controversy that arises or is related to these Terms of Use be submitted to the non-exclusive jurisdiction of the courts of the place of your domicile.
- Class Action Waiver: The parties further agree that the arbitration will be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. WE AND YOU 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 AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM, UNLESS WE PROVIDES OUR CONSENT TO CONSOLIDATE IN WRITING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above is deemed null and void in their entirety and the parties are deemed to have not agreed to arbitrate disputes.
- Exception: Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
- 30-Day Right to Opt Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to [email protected] with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of your first use of the Services or the effective date of the first set of Terms of Use containing an Arbitration and Class Action Waiver section, whichever is later; otherwise, you are bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of these arbitration provisions, we also will not be bound by them.
- Changes to This Section: We will provide thirty (30) days’ notice of any changes to the substance of this section by posting on the Services, sending you a message, or otherwise notifying you directly. Amendments will become effective thirty (30) days after they are posted on the Services or sent to you.If you continue to use the Services after the 30th day, you agree that any unfiled claims of which we do not have actual notice are subject to the revised clause. If you reject any such changes by opting out of the changes to this arbitration section, your prior existing agreement to arbitrate continues to apply. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection is severed from the section entitled “Arbitration and Class Action Waiver,” and the court or arbitrator will apply the first Arbitration and Class Action Waiver section in existence after you began using the Services.
- Survival: This Arbitration and Class Action Waiver section survives any termination of the Services or any account you may have with us.
- Governing Law and Venue
These Terms of Use are governed by the laws of the State of California without regard to conflict of law principles. For claims between us not subject to arbitration or under the jurisdiction of a small claims court, we and you agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within the State of California. No joint venture, partnership, employment, or agency relationship exists between you, us, or any third-party provider as a result of these Terms of Use or the use of the Services.
- Indemnity and Release
You are responsible for your use of the Services, and you agree to release and defend, indemnify, and hold harmless us and our officers, directors, employees, contractors, consultants, affiliates, investors, service providers, business partners, subsidiaries and agents from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your violation of any of these Terms of Use, any representation, warranty, or agreement referenced in these Terms of Use, or any applicable law or regulation; (b) your violation of any third-party right, including any intellectual property right or right of publicity, confidentiality, other property, or privacy right; or (c) any dispute or issue between you and any third party.
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations) and you agree to cooperate with our defense of that claim. If the defense or settlement is assumed by you, We may at any time thereafter elect to take over control of the defense and settlement of the claim. You must not settle any claim without our prior written consent.
If you have a dispute with one or more other users, you release us, our officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or the Services. If you are a California resident, you waive California Civil Code Section 1542, which provides:
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.
- Modification of these Terms of Use
We reserve the right to update or modify these Terms of Use at any time without prior notice, and unless otherwise stated, such changes will be effective immediately upon being posted through the Services. Your use of the Services following any such change constitutes your agreement to be bound by the modified Terms of Use.
Disputes arising under these Terms of Use will be resolved in accordance with the version of the Terms of Use in place at the time the dispute arose. We encourage you to review these Terms of Use frequently to stay informed of the latest modifications.
- Contact Us
If you have questions about these Terms of Use, please contact us at [email protected].
