Effective Date: September 28, 2020
1. Your Acceptance of the Terms
PLEASE CAREFULLY REVIEW SECTION 19 “MANDATORY ARBITRATION AND CLASS ACTION WAIVER” SET FORTH BELOW AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS INCLUDED HEREIN AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
We reserve the right, in our sole discretion, to change, modify, add, or remove portions of these Terms at any time, and you agree to be bound by such modifications or revisions. It is your responsibility to check the Terms periodically because any changes will be binding on you. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
2. The Services and Users of the Services
Through our Services we offer an innovative community and marketplace for the wedding industry, and for other important life events. Our Services are only available to business entities and individuals at least 18 years of age who can form legally binding contracts under applicable law. By using our Site, you represent that you are at least 18 years old. Persons who are at least 13 years of age but under the age of 18 may only use our Sites with legal parental or guardian consent. Accordingly, you agree that you are at least 18 years of age or older or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, representations and warranties set forth in the Terms; otherwise, please exit the Site.
Users of our Services include individual users such as course creators, entrepreneurs, business owners (individually a “Member” and collectively, “Members”).
3. Nondiscrimination Policy
We want all Users to feel welcome and included in our Services. Accordingly, we prohibit discrimination against Users, guests, or Our Representatives (as defined below) based on race, color, religion, sex, national origin, ancestry, disability, marital, family, pregnancy status, sexual orientation, gender identity, gender expression, veteran or citizenship status, age, or any other characteristic protected under applicable federal, regional, state, or local law. Such discrimination includes, but is not limited to, refusing to provide or accept services or any other conduct that improperly takes into account these characteristics. This prohibition applies to the posting of discriminatory content, such as reviews or forum posts, in the member area. We will, at our discretion, take steps to enforce this policy, up to and including suspending from our member area those who violate this policy. If you experience discrimination with any Member or Vendor, please contact support at [email protected] with the subject “Nondiscrimination Policy,” so we can investigate and take appropriate measures.
We reserve the right to suspend any User’s access and cancel the access of any member that violates these rules or who engages in offensive and detrimental behavior, including behavior that shocks, insults, or offends the community and public morals and decency, including through making racist, discriminatory or offensive comments on our properties and elsewhere or by taking actions that would tend to reflect poorly on us.
4. Jurisdictional Issue
We control and operate the Services from our facilities in the United States of America and, unless otherwise specified, the materials displayed on the Services are presented solely for the purpose of promoting products and services available in the United States, its territories, possessions, and protectorates. We do not represent that materials are appropriate or available for use in other locations. If you choose to access our website from other locations, you are responsible for compliance with local laws, if and to the extent that local laws are applicable.
5. Accounts, Passwords and Security
To access certain features or member areas, you may be required to register and create an account. You agree to provide true, accurate, current, and complete information about yourself as prompted by the applicable registration or log-in form, and you are responsible for keeping such information up to date (this includes your contact information, so that we can reliably contact you). In addition, certain features of the Services may only be available to our registered Users. To access those areas, you will be required to log in using your username and password. You are responsible for all activity occurring when accessed through your account, whether authorized by you or not.
Therefore, if you create an account, be sure to protect the confidentiality of your account password. We are not liable for any loss or damage arising from your failure to protect your password or account information.
7. Rules for Using the Services
You must comply with all applicable laws and contractual obligations when you use our website. In using our website, you also agree to abide by the rules outlined below.
As a User of the Services, you expressly agree not to:
- Create an account in another person’s or entity’s name, create more than one account, use another’s account or impersonate another person or entity;
- Use the Services for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of any illegal activity or other activity which infringes our rights or the rights of others;
- Restrict or inhibit other Users from using and enjoying our website;
- “Harvest,” “scrape,” “stream catch” or collect information from the Services using an automated software tool (including but not limited to use of robots, spiders, or similar means), or manually on a mass basis (unless we have given you separate written permission to do so); This includes, for example, website templates and information about the offerings, products, services and promotions available on or through the website;
- Circumvent or reverse engineer the Services or our systems or to gain unauthorized access to any areas of the website, or any other systems or networks connected to our website, or to any of the services offered on or through our website that are not intended for access by you, by hacking, password “mining,” or any other illegitimate means;
- Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of our website or our systems or networks, or any systems or networks connected to the website, including by “flooding” the Services with requests;
- Use the Services to gain competitive intelligence about us, our website, or any product offered via our website or to otherwise compete with us or our affiliates, or use information on our website to create or sell a similar product or information;
- Manipulate or forge identifiers to disguise the origin of any information posted on the website or otherwise provided to us or our employees;
- Use our website to promote spamming, chain letters, or other unsolicited communications; or
- Engage in tactics, or direct or encourage others, to attempt to bypass the website or our systems to avoid complying with any of our applicable policies, including these Terms, paying applicable fees, or complying with other contractual obligations, if any.
8. Protection of Intellectual Property Content
Our website contains copyrighted material, inventions, know-how, potentially patentable business method material, design logos, phrases, names, logos, HTML code and/or other computer code and/or scripts (collectively, “Intellectual Property Content”). Unless otherwise indicated and/or provided pursuant to a third-party license, our Intellectual Property Content is our sole property, and we retain all appurtenant rights, interests and title thereto. We also claim ownership rights under the copyright and trademark laws with regard to the “look,” “feel,” “appearance” and “graphic function” of this website, including but not limited to its color combinations, sounds, layouts and designs.
You may use our website (including any content and materials included on the Services) for your own personal, non-commercial use, but you may not use it for commercial purposes. You may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from the website unless explicitly authorized in these Terms. You may not frame or link to our website without our prior written permission.
Our website contains trademarks, trade names, trade dress, service marks, domain names or other indicia of ownership (collectively the “Marks”) owned or licensed for use by us, including but not limited to, Groth Co and thegrothco.com. Unless otherwise agreed to in writing, you agree that no right, property, license, permission, or interest of any kind in or to the Marks is or is intended to be given or transferred to or acquired by you pursuant to the execution, performance, or non-performance of the Terms or any part thereof. You shall in no way contest or deny the validity of, our right of title to or license of use for, the Marks, and you shall not encourage or assist others directly or indirectly to do so, during the lifetime of the Terms and thereafter. You shall not utilize the Marks or any similar marks in any manner that would diminish their value or harm their reputation.
You shall not use or register any domain name, trademark, or service mark that is identical to or similar to any of the Marks.
9. Resources & Changes to our Website
Our website offers several resources to Users (collectively, “User Resources”), some of which are provided by third parties. We are not responsible for the availability, suitability or effectiveness of any of these User Resources, whether provided by a third party or not.
In order to optimize our website operation, we are constantly testing and evolving our website and the resources and services offered on it. We reserve the right to modify or discontinue any User Resources or other services or features provided on our website at any time without warning. You agree that we may make such changes and reverse or modify them at any time, without notice.
We are not responsible for any data you lose as a result of a malfunction of the User Resources or our website or for any other reason or any consequential damages resulting from such data loss. You should always keep a back-up copy of all such information on your computer and in hard copy.
10. Fees & Payments
There is a required fee for Users access our resources and services. Current pricing and options can be found on relevant pages. If the User selects an auto-renew payment option, their payment will be automatically charged accordingly.
Authorization; Payment Processing. You expressly authorize us to debit or credit any monies from the payment method you have chosen. Authorization to charge your chosen payment method account will remain in effect until you cancel or modify your preferences within our website; provided, however, that such notice will not affect charges submitted before we could reasonably act.
There is a minimum fee to access our resources and services. We may offer optional additional fee-based services, which may include services provided by third parties. Your use of such services shall be subject to any applicable additional terms and conditions which may include the third parties terms and conditions, and in such circumstances, the third parties, and not us, are responsible for delivering any purchased goods or performing any booked services, and in issuing any applicable refunds. Your credit card will not be charged unless and until you agree to use that fee-based service and/or to incur a charge with us. The fee and timing of payments for the fee-based service will be described separately as part of the applicable fee-based service.
12. Text Messaging
By using our website and services, you agree that we and those acting on our behalf may, in certain circumstances, send you text (SMS) messages at the phone number you provided us. These messages may include operational messages about your use of our website, as well as marketing or other promotional messages. You may not be able to use our website without agreeing to receive operational text messages.
You may opt-out of receiving marketing text messages at any time
13. Coupons & Discounts
We may allow you to receive promotional coupons (“Coupons”), or other promotions or discounts (“Discounts”) that may be used to purchase goods and services from us or third parties. Additional terms and conditions may be contained on each Coupon or Discount. Any violation of the terms and conditions will make the Coupon Discount void. We are not responsible for lost or stolen Coupons. Coupons or Discounts are not redeemable for cash. Only one Coupon or Discount per redemption. A Coupon or Discount is automatically void if prohibited by law.
14. Disclaimers of Warranties
THE SERVICES ARE PROVIDED FOR ENTERTAINMENT, EDUCATIONAL, AND PROMOTIONAL PURPOSES ONLY. GROTH CO LLC AND ITS PARENTS, SUBSIDIARIES OR OTHER AFFILIATES, OR ANY OF OUR OR THEIR DIRECTORS, OFFICERS, STOCKHOLDERS, EMPLOYEES, CONSULTANTS, PARTNERS, AGENTS, OTHER OF OUR REPRESENTATIVES, OR CONTENT OR SERVICE PROVIDERS (THE “LIMITED PARTIES”) IS NOT ITSELF A PROVIDER OF HEALTH CARE OR TELEHEALTH SERVICES, AND THE SERVICES ARE NOT INTENDED TO, AND DO NOT CONSTITUTE COUNSELING OR THERAPY OR HEALTH, MEDICAL, OR LEGAL ADVICE. YOU AGREE THAT USE OF THE SERVICES IS AT YOUR OWN RISK. WHILE WE ENABLE USERS TO COMMUNICATE WITH ONE ANOTHER, WE ARE NOT RESPONSIBLE FOR MONITORING SUCH INFORMATION AND COMMUNICATIONS, AND WE ARE NOT A PARTY TO TRANSACTIONS OR INTERACTIONS THAT MAY OCCUR BETWEEN USERS, WHETHER ONLINE OR OFFLINE. WE PROVIDE THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CONTENT PROVIDED, DISPLAYED, OR GENERATED THROUGH OUR WEBSITE, OR ANY PRODUCTS OR SERVICES ORDERED OR PROVIDED VIA THE SERVICES, ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS OR IMPLIED (INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND NON-INFRINGEMENT). THIS MEANS THAT WE MAKE NO PROMISES THAT:
- THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME,
- THE SERVICES WILL MEET ANY PARTICULAR REQUIREMENTS OR PROVIDE ANY PARTICULAR RESULTS,
- THE INFORMATION ON THE SERVICES WILL BE ACCURATE OR UP TO DATE,
- THE SERVICES OR THE INFORMATION TRANSMITTED TO OR FROM THEM OR STORED ON THEM WILL BE SECURE FROM UNAUTHORIZED ACCESS,
- INFORMATION AND CONTENT THAT YOU STORE IN YOUR ACCOUNT OR ON THE SERVICES WILL REMAIN RETRIEVABLE AND UNCORRUPTED, OR
- THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.
ALTHOUGH WE TRY TO ENSURE THAT THE INFORMATION POSTED ON THE SERVICES IS ACCURATE AND UP-TO-DATE, WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION (INCLUDING PRICING) AT ANY TIME. WE CANNOT, AND DO NOT, GUARANTEE THE CORRECTNESS, TIMELINESS, PRECISION, THOROUGHNESS OR COMPLETENESS OF ANY OF THE INFORMATION AVAILABLE ON THE SERVICES, NOR WILL WE BE LIABLE FOR ANY INACCURACY OR OMISSION CONCERNING ANY OF THE INFORMATION PROVIDED ON THE SERVICES. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. WHILE WE MAKE EVERY EFFORT TO GUARANTEE AVAILABILITY, PRICE, AND QUALITY OF ITEMS SOLD BY US THROUGH THE SERVICES, UNFORESEEN CIRCUMSTANCES MAY WARRANT MODIFICATIONS AT ANY TIME, AND PRODUCTS AND SERVICES MAY VARY SLIGHTLY IN COLOR AND SIZE.
SOME JURISDICTIONS, INCLUDING NEW JERSEY, HAVE LAWS THAT MAY APPLY TO THE SERVICES AND THAT DO NOT ALLOW CERTAIN PROVISIONS SUCH AS LIMITATIONS OF LIABILITY AND EXCLUSION OF CERTAIN WARRANTIES, AMONG OTHERS. TO THE EXTENT THAT A LIMITATION, EXCLUSION, RESTRICTION OR OTHER PROVISION SET OUT HEREIN IS SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SUCH LIMITATION, EXCLUSION, RESTRICTION OR PROVISION MAY NOT APPLY TO YOU.
15. Limited Liability
IN NO EVENT SHALL WE OR ANY OF THE LIMITED PARTIES (AS DEFINED ABOVE), BE LIABLE TO YOU OR ANYONE ELSE FOR DIRECT, INDIRECT DAMAGES, LOST PROFITS, ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OF ANY KIND WHATSOEVER ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF OR INABILITY TO USE OUR WEBSITE, FOR USE OF COUPONS, OR FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON INFORMATION CONTAINED ON THE WEBSITE, WHETHER IN AN ACTION FOR BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. OUR LIABILITY, AND THAT OF THE LIMITED PARTIES (AS DEFINED ABOVE) TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE, IS LIMITED TO THE LESSER OF THE NUMBER OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR $100, NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
You are solely responsible for your interactions with other Users, and we are not a party to any such disputes. We reserve the right, but do not have any obligation, to monitor disputes between you and other Users. Any and all communications, correspondence, verbal or written, or any warranties or representations, made with regard to products and services offered through our website by Users are not provided by us and are specifically and solely between the Users. We have no liability for your interactions with other Users, or for any User’s action or inaction.
You agree to release the Limited Parties from all claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any disputes between you and any third parties or in any way related to goods, services, or events involving third parties.
If you are a California resident, you waive California Civil Code §1542, which states that “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.” For avoidance of doubt, any disputes directly with us shall be handled in accordance with these Terms.
FOR THOSE JURISDICTIONS THAT DO NOT PERMIT LIMITATION OF LIABILITY FOR GROSS NEGLIGENCE, THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL, RECKLESS MISCONDUCT, OR GROSS NEGLIGENCE OF THE COMPANY.
You agree to indemnify, defend, and hold us and the Limited Parties harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising in any manner in whole or in part out of your use of the website, including but not limited to (i) your advertising, provision of or failure to pay for goods or services promoted on the Services; (ii) claims that any of your Submitted Content includes materials owned by third parties without authorization, was defamatory or harassing, or otherwise violated the rights of any third party or (iii) your breach of these Terms, or applicable law, by your or by someone accessing the website via your account. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you agree to cooperate with us in defending such claims. These indemnifications, defense, and hold harmless obligations will survive these Terms and the termination of your use of the website.
17. Suspension or Termination of Access and Remedies
We have the right to deny access to, and to suspend or terminate your access to, the website, or to any features or portions of the website, and to remove and discard any content or materials you have submitted to the Services, at any time and for any reason or for no reason and without notice to you.
Actions that may result in the rejection or removal of your participation can include, but are not limited to: any violation of the Terms; your non-payment in full any unpaid fees; any attempt by you to improperly influence, or cause another to improperly influence the feedback of any User; your unethical conduct, to be determined at our sole discretion; or any attempt by you to harass, or cause another to harass, or have inappropriate communications with any User.
In the event that we suspend or terminate your access to and/or use of the website, you will continue to be bound by the Terms that were in effect as of the date of your suspension or termination. In the event we suspend or terminate your account or the Terms, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the website, any content or data associated with your account or for anything else, unless applicable terms provide otherwise.
18. Governing Law; Venue and Jurisdiction
By using our website, you agree that the laws of the State of Arizona, without regard to principles of conflict of laws of any state or jurisdiction, will govern the Terms and any dispute of any sort that might arise between you and us or any of our affiliates. With respect to any disputes or claims not subject to arbitration, you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of Arizona, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non-conveniens with respect to, venue and jurisdiction in the state and federal courts of Arizona.
19. MANDATORY ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGA L RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
Application. You and we agree that these Terms affect interstate commerce and that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This section entitled “Mandatory Arbitration and Class Action Waiver” is intended to be interpreted broadly and governs any and all disputes between you and us. Any and all disputes may include, but are not limited to (i) claims arising out of or relating to any aspect of the relationship between you and us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; (ii) claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to advertising); and (iii) claims that may arise after the termination of these Terms. The only disputes excluded from the broad prohibition in this subsection entitled “Application” are the litigation of certain intellectual property and small court claims, as provided in the subsection entitled “Exception” below.
Initial Dispute Resolution. Most disputes can be resolved without resorting to arbitration. If you have any dispute with us, you agree that you will try to resolve your dispute with us before taking any formal action by contacting us at [email protected] When you contact us, you must provide a brief, written description of the dispute and your contact information. If you have an account with us, you must include the email address associated with your account. Except for intellectual property and small claims court claims (see the subsection entitled “Exception” below), you and we agree to use good faith efforts to resolve any dispute, claim, question, or disagreement directly through consultation with each other. You and we agree to engage in good faith discussions before initiating a lawsuit or arbitration and understand that good faith discussion are a precondition of initiating a lawsuit or arbitration.
Binding Arbitration. If we do not reach an agreed-upon solution within a period of sixty (60) 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 (except as provided in the subsection entitled “Exception” below), as long as the party agrees with the terms set forth below.
Specifically, all claims arising out of or relating to these Terms (including the Terms’ formation, performance, and breach), the parties’ relationship with each other, and/or your use of the website shall be finally settled by binding arbitration and all claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of Arizona. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees. Any such arbitration shall be conducted by an arbitrator experienced in Arizona and the issues arising from the dispute, and the arbitrator shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.
Arbitrator’s Powers. The arbitrator (and not any federal, state, or local court or agency) shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms. Such disputes may include, but are not limited to, any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
Class Action Waiver. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
This means that you and we expressly waive any rights to file a class action or seek relief on a class basis. 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 arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
Exception: Litigation of Intellectual Property, Small Claims Court Claims, and Fees Owed to Groth Co. 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 with jurisdiction 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 does not include 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. Groth Co may, at its discretion, may bring claims against any user for fees due to Groth Co.
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 at [email protected] Your written notice must have the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of (i) the Effective Date of these Terms; or (ii) your first date that you used the Services that contained any versions of the Terms that included this version of the Mandatory Arbitration and Class Action Waiver, whichever is later.
Otherwise, you shall be bound to arbitrate disputes in accordance with this section entitled “Mandatory Arbitration and Class Action Waiver.” 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 material changes to this section by posting notice on the Services or informing you via email, and complying with any other applicable legal notice or consent requirements. Amendments will become effective thirty (30) days after they are posted on the Services or sent to you by email. Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day.
If a court or arbitrator decides that this subsection (“Changes to this Section”) is not enforceable or valid, then this subsection will be deemed to be severed from the section entitled “Mandatory Arbitration and Class Action Waiver.” If this happens, the court or arbitrator shall apply the first Mandatory Arbitration and Class Action Waiver section or similar section in existence after you began using the Services.
Survival. This Mandatory Arbitration and Class Action Waiver section shall survive any termination of your use of the Services.
20. Claims of Copyright Infringement — DMCA Notice
We take claims of copyright infringement seriously and will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the website infringe your copyright, you may request removal of those materials from the Services by submitting written notification to our Copyright Agent (designated below).
In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”) the written notice (the “DMCA Notice”) must include substantially the following:
- Your physical or electronic signature.
- Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Services, a representative list of such works.
- Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
- Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, email address).
- A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law.
- A statement that the information in the written notice is accurate.
- A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner
Completed notices should be sent by email to: [email protected]
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
If you believe that material you posted on the Services was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to our copyright agent (identified below). Pursuant to the DMCA, the Counter-Notice must include substantially the following:
- Your physical or electronic signature.
- An 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 disabled.
- Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, email address).
- A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
- A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Services may be found) and that you will accept service from the person (or an agent of that person) who provided the Services with the complaint at issue.
Completed Counter-Notices should be sent by email to: [email protected]
The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice. If you knowingly materially misrepresent that material or activity or the Services was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA. It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
21. Linked Websites
25. General Provisions
- Statute of Limitations. You agree that regardless of any law to the contrary (including any relevant statutes of limitation), any claim or cause of action that you may have arising out of or related to the use of the Services, or these Terms, must be filed by you within one (1) year after such claim or cause of action accrued or be permanently barred.
- Section Headings. The section headings used herein are for convenience only and shall not be given any legal import.
- Changes. We retain the right to revise our Services, product and/or service offerings, including the tools made available to you, at any time for any reason including without limitation to comply with any applicable law or regulation. You agree that we will not be liable to you or to any third party for any such modification, suspension or discontinuance.
- No Agency. You hereby agree and acknowledge that your provision of services and/or your use of the Services, does not confer or imply any contractor (independent or otherwise), agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship with us and furthermore that no affiliation, association or connection exists between you and us. In no event shall you have authority to bind, commit, contract for, or otherwise obligate us in any manner whatsoever.
- Electronic Communications. The communications between you and us via the Services use electronic means, whether you visit the Services or send us an email, or whether we post notices on the Services or communicate with you via email. For contractual purposes, you consent to receive communications from us in an electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.
- No Third-Party Beneficiaries. The Terms are not intended to benefit any third party, and do not create any third-party Accordingly, the Terms may only be invoked or enforced by you or us.
- No Assignment. The Terms are personal to you and you may not assign them to anyone.
- No Modification by Trade Usage/Prior Course of Dealing. The Terms may not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a part of the Terms by its express terms.
- Failure to Enforce. Our failure to enforce at any time any of the provisions of the Terms, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions.
- Unenforceability. If any provision of the Terms is found to be unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
- Entire Agreement. These Terms and any additional terms and conditions that are referenced herein or otherwise may apply to specific areas of the Services, constitute the entire agreement between us and you with respect to the Services.
22. Contact Us
If you have any questions or comments regarding these Terms, you can contact us at [email protected]