Website Terms and Conditions

1. Changes to This Agreement

We reserve the right to modify this Agreement at any time. Updates will be posted on the Site, and the “Last Updated” date will reflect the revision date. By continuing to access or use the Site after such updates are posted, you agree to the revised Agreement. If you do not agree to a change, your remedy is to stop using the Site.

2. Ownership and Intellectual Property

The Site and any elements thereof, including, but not limited to documentation, databases and software code (including source and object code) of the Site are owned or licensed by us and are protected by copyright, trademark, patent, trade secret, and/or other intellectual property rights. Unless otherwise stated, we shall own all rights, title, and interest in any code or other data generated through the Site. All such rights are reserved.

This Agreement only grants you a limited right to use the Site to the extent specified herein, while this Agreement is in effect. This Agreement does not grant you any right of ownership in or to the Site or any element thereof. In particular, you acknowledge and agree that you shall have no ownership or other property right or interest in any content that appears on the Site.

You agree not to delete, or in any manner alter, the copyright, trademark, patent, trade secret or other proprietary rights notices or markings which may appear on the Site.

3. Limited License

On condition of your acceptance of this Agreement, we grant you a non-exclusive, limited, non-transferrable, non-sub-licensable, freely revocable license to use the Siteyou’re your personal, non-commercial use only. We reserve all rights not expressly granted herein. We also reserve the right to terminate at any time, and for any reason, your license to use the Site for any reason.

The Site is licensed, not sold to you. For the avoidance of doubt, you acknowledge and agree that we and our licensors retain ownership of the Site.

The license to use the Site remains in effect until terminated by us. The license will automatically terminate without notice from us if you in any way breach any provision of this Agreement. Upon termination of the license for any reason and on any basis, you must cease all use of the elements of the Site.

4. Conduct and Prohibited Activities

You agree that you are responsible for your own conduct while using the Site and for any consequences thereof. In addition, you agree not to do any of the following, unless and to the extent it is expressly permitted by the provisions of this Agreement or by applicable law:

1. accessing or using the Site in an unlawful way or for any unlawful purpose;
2. transmitting any data, materials, content or information which is libelous, defamatory, obscene, fraudulent, false or contrary to the ownership or intellectual property rights of any other person, or otherwise unlawful;
3. transmitting any viruses, malware, or other malicious code in the Site;
4. disassembling, decompiling, reverse engineering or otherwise attempting to discover the source code of, modifying or creating derivative works of the Site or any element thereof (including, but not limited to, any software that is element of the Site);
5. using the Site for creating any product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services or products offered by us;
6. using any of our proprietary information or interfaces or our other intellectual property in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the Site;
7. scraping, building databases or otherwise creating temporary or permanent copies of any data or information derived from the Site;
8. interfering with, or disrupting, the Site or any element thereof; and
9. exploiting the Site in any unauthorized way whatsoever, including without limitation, by trespass or burdening network capacity.

Failure to follow the rules will be considered a "material breach" of this Agreement, which could lead to suspension and/or termination of your access to the Site. In particular, in certain cases, we retain the right to prohibit your future access to the Site.

5. Third-Party Websites

The Site may contain links to websites, services and content owned and/or operated by third parties. Any separate charges or obligations that you may incur in your dealings with these third parties are your sole responsibility. We are not responsible for any such third-party websites, services or content and do not have control over any materials made available by them. Our inclusion of a link to a third-party website, services or content in the Site does not in any way imply our endorsement, advertising, or promotion of such websites, services or content or any materials made available by them. By accessing a third-party website, services or content, you accept that we do not exercise any control over such websites, services or content and have no responsibility for them. The third-party sites may collect data or solicit personal information from you. We are not responsible for the privacy policies of third-party sites, or for the collection, use or disclosure of any information these sites may collect. We encourage you to familiarize yourself with the terms of service and privacy policy applicable to any third-party website, services or content you may access. We do not warrant or endorse, do not assume, and will not have any liability or responsibility to you or any other person for any third-party products, services, content, materials or websites. Please note that the applicable third party is fully responsible for all goods and services it provides to you and for any and all damages, claims, liabilities, and costs it may cause you to suffer, directly or indirectly, in full or in part.

6. Your Representations and Warranties

You represent and warrant that all information you provide to us is accurate, complete, and current, and that you will comply with all applicable laws and regulations in connection with your use of or access to the Site. You further represent and warrant that you have all requisite rights, authority, and legal capacity to enter into this Agreement, to use or access the Site, and to grant any rights or permissions you provide under this Agreement.

7. Disclaimer of Warranties

YOUR USE OF THE SITE IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, UNINTERRUPTED OPERATION, SECURITY, OR RELIABILITY. WE DO NOT WARRANT THAT THE SITE WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, SECURE, ERROR-FREE, UNINTERRUPTED, AVAILABLE AT ALL TIMES, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Nothing in these terms excludes, limits, or modifies any warranty, right, or remedy that cannot lawfully be excluded, limited, or modified under applicable law. Some jurisdictions do not permit certain warranty exclusions or limitations, and therefore some of the above exclusions may not apply to you.

8. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS SHALL NOT BE LIABLE (WHETHER IN TORT, CONTRACT, WARRANTY, OR OTHERWISE, AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE, GROSS NEGLIGENCE, OR STRICT LIABILITY) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATING TO THE SITE, THE USE OF OR INABILITY TO USE THE SITE, OR ANY CONTENT AVAILABLE ON THE SITE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SITE SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).

Nothing in these Terms excludes or limits liability for fraud, willful misconduct, gross negligence, or any other liability that cannot be excluded or limited under applicable law. Because some jurisdictions do not permit certain exclusions or limitations of liability, portions of the foregoing limitations may not apply to you.

9. Dispute Resolution; Arbitration of Disputes; Class Action Waiver

THIS AGREEMENT CONTAINS A BINDING, INDIVIDUAL ARBITRATION AGREEMENT AND CLASS WAIVER. THIS MEANS THAT ANY CLAIM MUST BE ARBITRATED ON AN INDIVIDUAL BASIS PURSUANT TO THE TERMS SET FORTH BELOW; CLAIMS OF DIFFERENT PERSONS CANNOT BE COMBINED OR AGGREGATED, AND BOTH WE AND YOU ARE WAIVING THE RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY DECIDE THE DISPUTE. PLEASE READ THIS SECTION CAREFULLY.

1. ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, OR ANY OTHER DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF ANY INTERACTION BETWEEN US AND YOU OR ACCESS TO OR USE OF THE SITE ("DISPUTE"), SHALL BE BROUGHT AND BE DETERMINED BY FINAL, BINDING ARBITRATION IN LOS ANGELES, CALIFORNIA, BEFORE ONE ARBITRATOR. Notwithstanding the immediately preceding sentence, if the JAMS Rules or any applicable JAMS Minimum Standards require it, or the Arbitrator concludes that it would be a financial or other hardship for you to participate in an arbitration in Los Angeles, the Arbitrator has the authority to hold the hearing, or any part thereof, in the county where you live or to permit you to attend via videoconference, telephonic or similar virtual participation. JUDGMENT ON ANY AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. This agreement to arbitrate shall be interpreted and enforced pursuant to the Federal Arbitration Act.
2. To the greatest and broadest extent allowed by law, the arbitrator shall determine the scope, validity, interpretation and enforceability of this arbitration agreement, including whether a Dispute is subject to arbitration.
3. THE ARBITRATION SHALL BE ADMINISTERED BY JAMS PURSUANT TO ITS ARBITRATION RULES. These rules may be found at https://www.jamsa-dr.com/adr-rules-procedures/. If the arbitration proceeds in your county of residence (instead of Los Angeles), and there are no JAMS arbitrators or an insufficient number of JAMS arbitrators in the jurisdiction (or another jurisdiction willing to serve in such location), and the Parties are unable to agree on an arbitrator themselves, then a different arbitral association shall be selected by JAMS to conduct the arbitration.
4. WE AND YOU WAIVE OUR RIGHTS, IF ANY, TO BRING ANY CLAIM THAT IS SUBJECT TO THIS ARBITRATION PROVISION AS A CLASS ACTION OR OTHERWISE ON A REPRESENTATIVE BASIS. In the event this provision is held unenforceable and the matter is permitted to proceed in Arbitration as a class, private attorney general, or representative action, then the entirety of this Section 9 (including all subparts) shall be void and of no further effect, and either party may proceed to pursue the action in court.
5. 30 Day Right to Opt Out. You have the right to opt-out and not be bound by the arbitration agreement in this Section 9 by sending us a written notice via U.S. Mail, or by any available nationally recognized delivery service (e.g., UPS, Federal Express, etc.) to us, ATTN: Legal Department, ________________________________. You must sign and date the notice, and include in it your name, address, email and a clear statement that you are opting out of this arbitration agreement. The notice must be sent within 30 days of the date on which you first accept this Agreement (i.e., the date you first access or use the Site); otherwise you shall be bound in accordance with this Section 9. If you opt out of these arbitration provisions, we also will not be bound by them and we shall have the right to restrict or prohibit your use of the Site. We must exercise such right and inform you of our decision within 15 days of notice of your opt out.
6. Prevailing Parties: In the event of any Dispute, the prevailing party shall be entitled to recover its costs of suit, which costs shall be specifically defined to include all reasonable attorneys' fees incurred by the prevailing party related to the Dispute.
7. Limitation on Time to Bring Any Claim [THIS PROVISION DOES NOT APPLY TO CALIFORNIA PURCHASERS]: Except where the law prescribes a shorter applicable statute of limitation, or prohibits shortening the otherwise applicable longer statute of limitations, any claim or legal action of any kind arising in connection with or relating in any way to your access to or use of the Site, must be brought within 1 year plus 1 day after the event giving rise to the claim or legal action. If this clause is determined to be unenforceable as to any particular claim or claims under the law of the applicable jurisdiction, it shall remain fully enforceable as to all other claims.

10. Governing Law and Venue

Except as otherwise required by applicable law, this Agreement and the Privacy Policy are governed by the laws of the State of California, without regard to conflict of law principles. For any Dispute not subject to arbitration, the exclusive venue shall be the state or federal courts located in California, and the parties consent to such jurisdiction. Nothing in this Agreement limits any rights that cannot be waived under applicable consumer protection laws.

11. Termination

We reserve the right to change, suspend, or discontinue all or any aspect of the Site at any time without notice.

12. General Provisions

12.1. Entire Agreement.

This Agreement (together with our Privacy Policy) is intended by us and you as a final expression of our agreement concerning the matters set forth herein, and is also intended as a complete and exclusive statement of the terms of our agreement. This Agreement supersedes any prior oral or written statements regarding the subject matter of any transaction

12.2. Severance Clause.

If any provision of this Agreement is determined by any court of competent jurisdiction or arbitrator (a) to be invalid, illegal, or unenforceable, or (b) to render another provision of this Agreement invalid, illegal, or unenforceable to any extent, then the provision creating the infirmity shall, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid such invalidity, illegality, or unenforceability or, if that is not possible, such provision shall, to the extent of such invalidity, illegality, or unenforceability, be severed, and the remaining provisions of this Agreement shall remain in effect.

12.3. Waiver

No failure or delay by us in exercising any right under these Terms will constitute a waiver of that right. Any waiver must be in writing and signed by one of our authorized representatives.

12.4. Force Majeure.

Neither we nor you shall be liable for any failure or delay in our or their performance under this Agreement due to any cause beyond our or their respective reasonable control, including acts of war, terrorism, acts of God, pandemic, embargo, labor dispute, governmental act or failure of the Internet including, but not limited to, any disruption, failure and/or error in or of our computer systems, or any disruption, failure and/or error in or of any third-party ISPs as we may use from time to time.

12.5. Headings; Interpretation.

Section headings are for convenience only and do not affect interpretation. These Terms will not be construed against either party as the drafter. The English language version of these Terms controls.

12.6. Survival

All terms and provision which, by their nature, should survive termination, shall survive any termination of these Terms or discontinuation of the Site.

12.7. Notice to California Residents

Under California Civil Code Section 1789.3, users of the App from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Site of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

21. Contact Us

If you have any questions or concerns regarding this Agreement or our Privacy Policy, contact us or call our toll free number at _________________.