These Terms of Service (the “Terms”) govern your use of and access to the website, services and associated software (collectively, the “Services”) of General Galactic Corporation (“Company,” “us,” “we,” or “our”).
These Terms govern your access to, and use of, the Services. Please read these Terms carefully. The term “you”, as used in these Terms, means any person or entity who accesses or uses the Services and any person or entity who creates an Account (defined below) and accepts these Terms. These Terms give you specific legal rights. In addition, you may also have other legal rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, limitations of liability, indemnification, waiver of jury trial, and waiver of punitive damages under these Terms will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of these Terms may not apply to you.
THESE TERMS ARE A LEGAL AGREEMENT. BY ACCEPTING THESE TERMS BY ACCESSING AND USING THE SERVICES, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT IN CONNECTION WITH THE ACCESS AND USE. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO USE OR ACCESS THE SERVICES AND TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU SHOULD CEASE ACCESSING OR USING THE SERVICES. YOU MAY NOT ACCESS OR USE THE SERVICES OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 16 YEARS OLD (OR EQUIVALENT MINIMUM AGE IN THE JURISDICTION WHERE YOU RESIDE).
AS DESCRIBED BELOW, THE TERMS INCLUDE THE USE OF MANDATORY BINDING ARBITRATION, A CLASS ACTION WAIVER AND A WAIVER OF JURY TRIALS. THE TERMS ALSO LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. PLEASE READ THE TERMS CAREFULLY, AS YOU ARE ACKNOWLEDGING THEM AND ACCEPTING THEM.
1. OVERVIEW; TERM AND EFFECT OF TERMINATION
2. ACCOUNTS; ACCOUNT TERMINATION
Your Account. To use certain Services, you must register for a user account (“Account”) and provide certain information about yourself, as prompted by the applicable registration form. You represent and warrant that: (a) all required registration information that you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Services will not violate any U.S. or other applicable law or regulation. You are entirely responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account. You agree to use “strong” passwords (passwords that use a combination of upper- and lower-case letters, numbers and symbols) with your Account and to maintain your password securely to prevent others from gaining access. You agree to immediately notify Company of any unauthorized use or suspected unauthorized use of your Account, or any other breach of security. Company is not liable for any loss or damage arising from your failure to comply with the above requirements.
Account Restrictions. You may not have more than one Account. You agree not to create an Account or use the Services if you have been previously removed by us or banned from any of the Services.
Account Users. You are responsible for the activities of all users who access or use the Services through your Account and you agree to ensure that any such user will comply with these Terms.
Account Termination. You may terminate your Account at any time, for any reason. The Company’s website provides information on how to terminate your Account. If you have purchased a Subscription (defined below), you must terminate or cancel your Subscription at least fourteen (14) days before it renews in order to avoid billing of the membership fees for the next billing cycle. Such termination or cancellation of a Subscription will be effective on the last day of the latest paid Subscription Term (defined below). If you fail to comply with any provision of these Terms, including any incorporated guidelines, terms or rules, the Company may terminate your Account immediately and retain any fees previously paid by you. Upon any termination of your Account, you must cease any further use of the Services. If at any time you are not happy with the Services, your sole remedy is to cease using the Services and follow this termination process.
3. ACCESS TO THE SERVICES
Access and Use. Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited right to access and use the Services during the initial and any renewal Subscription Term for your personal use. The Company reserves the right in its sole discretion to refuse any and all current or future use of the Services (or any portion thereof) at any time for any reason. You agree that the Company will not be liable to you or to any third party for any refusal of any use of the Services (or any portion thereof).
Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means; (e) you shall not transmit through the Services any material that may infringe the intellectual property or other rights of third parties; (f) you shall not access the Services in order to build a similar or competitive website, product, or service; (g) you shall not upload, transmit or distribute any User Content, computer viruses, worms or any software intended to damage or alter a computer or communications network, computer, handheld mobile device, data, the Services or any other system, device or property; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained in the Services. Any unauthorized use of the Services terminates the rights granted by Company pursuant to these Terms.
Modification. Company reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.
No Support or Maintenance; Updates. Unless otherwise indicated, any future release, Update (defined below), or other addition to functionality of the Services shall be subject to these Terms. You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Services. You agree that Company is not obligated to create or provide any corrections, updates, upgrades, bug fixes, and/or enhancements of the Services (each an “Update”).
Security. Company cares about the integrity and security of your personal information and endeavors to implement appropriate security measures. However, Company cannot guarantee that unauthorized third parties will never be able to defeat its security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
If you purchase a subscription for a Service (a “Subscription”), your Subscription will continue and automatically renew until terminated (the initial term of such Subscription and each renewal thereafter, each a “Subscription Term”). You must cancel your Subscription at least fourteen (14) days before it renews in order to avoid billing of the membership fees for the next billing cycle to your Payment Method.
Your Subscription may start with a free trial. The duration of the free trial period of your Subscription lasts will be specified during sign-up and is intended to allow new and certain former users to try the Services. Free trial eligibility is determined by the Company at its sole discretion and we may limit eligibility or duration to prevent free trial abuse. We reserve the right to revoke the free trial and put your Account on hold in the event that we determine that you are not eligible. The Company will charge the subscription fee for your next billing cycle to your Payment Method at the end of the free trial period and your Subscription will automatically renew unless you cancel your membership prior to the end of the free trial period.
5. CHARGES; CANCELLATION
6. OWNERSHIP AND INTELLECTUAL PROPERTY
Company Property. Excluding any User Content that you may provide, you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in or associated with the Services and content made available through the Services are owned by Company or its licensors or authorizing third parties. Company’s name, logo, and the product names associated with the Services belong to Company (or its licensors or authorizing third parties, where applicable), and no right or license is granted to use them by implication, estoppel or otherwise. Neither these Terms nor your access to the Services transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in these Terms. The Company and its licensors and authorizing third parties reserve all rights not granted in these Terms.
Feedback. You agree that submission of any ideas, suggestions, and/or proposals to us (“Feedback”) is at your own risk and that Company has no obligations (including, without limitation, obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner it deems appropriate, any and all Feedback, and to sublicense the foregoing rights. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary.
User Content. Each user is solely responsible for its User Content and retains any rights such user holds or may have in the User Content. By making available, uploading, transmitting or displaying your User Content on or in the Services, (i) you represent that you own or have all rights necessary to make available your User Content and that such use does not violate or infringe on any rights of any third party, and (ii) you agree that you are solely responsible for compliance with all laws pertaining to the User Content, including laws which require you to obtain the consent of a third party to use the User Content and to provide appropriate notices of third party rights. “User Content” means any and all information and content that a user submits to, or uses with, the Services, including, but not limited to information and content entered, uploaded, transmitted or stored using the Services or Developed Content (e.g., content in the user’s Account, profile, chat logs, recordings, documents, etc.). You shall be solely responsible for your User Content and the consequences of posting, providing or publishing it. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate these Terms, including, but not limited to, Section 8.1. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Company. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates these Terms (including, but not limited to Section 8.1) or any third party’s rights. Company is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content. Company has no responsibility or liability for the deletion or accuracy of any User Content; the failure to store, transmit, or receive transmission of User Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. You acknowledge that Company has no responsibility for any User Content and no obligation to pre-screen User Content, although Company reserves the right in its sole discretion to pre-screen, refuse, or remove any User Content at any time for any reason. YOU REPRESENT, WARRANT AND AGREE THAT YOU WILL ONLY PROVIDE USER CONTENT TO THE SERVICES THAT YOU ARE ALLOWED TO PROVIDE WITHOUT VIOLATING ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR OBLIGATIONS YOU MIGHT HAVE TOWARDS A THIRD PARTY, INCLUDING ANY CONFIDENTIALITY OBLIGATIONS. DO NOT PROVIDE ANY INFORMATION THAT YOU ARE NOT ALLOWED TO SHARE WITH OTHERS, INCLUDING BY CONTRACT OR LAW.
Digital Millennium Copyright Act. Company respects the intellectual property of others, and asks that its users do the same. In connection with the Services, the Company may, in its sole discretion, remove, or disable access to, material that infringes (or allegedly infringes) on the rights of others. In appropriate circumstances, the Company may deny access to or terminate users of the Services who are repeat infringers of intellectual property rights, including copyrights. If you are a copyright owner or an agent thereof and believe that any User Content infringes your copyrights, and wish to have the allegedly infringing material removed, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C §512(c)(3) for further details):
A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work(s) that you claim to have been infringed;
A description of the material on the Services that you claim is infringing and that you request us to remove;
Sufficient information to permit us to locate such material;
Your address, telephone number, and e-mail address;
A statement that you have a good faith belief that disputed use of the material is not authorized by the copyright owner, its agent, or under the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner. The designated Copyright Agent for Company can be reached as follows:
Copyright Agent General Galactic Corporation 1658 N Milwaukee Ave, Ste #519 Chicago IL 60647 By email:firstname.lastname@example.org By Phone: +1 (855) 516-0706
7. DEVELOPED CONTENT; THIRD-PARTY DEVELOPERS; THIRD PARTY LINKS
Developed Content. As part of the Services, the Company, in its sole discretion, may make certain apps, content, video, and other tools and services (collectively, “Developed Content”) available for use by the users of the Services. To use the Developed Content, you will need to meet any system and compatibility requirements for the relevant Developed Content, including compatible software and working Internet access. Developed Content and features may not be available at all times, in all regions or to all Account or user types. Developed Content, or your access to the Developed Content, may be terminated, removed, modified or suspended at any time, for any reason, without notice by the Company or a Third-Party Developer (defined below) and any User Content stored in connection with such Developed Content may be deleted, lost or become inaccessible. The Company will not have any liability whatsoever to you for any deletion of, or inability to access your, User Content.
Third-Party Developers. Certain Developed Content may be offered by the Company for integration with third-party software or applications, or made available by third-party publishers/developers not affiliated with the Company (“Third-Party Developers”). Each Third-Party Developer is solely responsible for all aspects of the Developed Content it publishes, including functionality, availability, and support.
User Content Transferred to Third-Party Developers. By using or accessing Developed Content, your User Content uploaded, posted, transmitted or otherwise made available via the Developed Content and Services may be transferred to and used by the Third-Party Developers or to third party software or applications in connection with your use of Developed Content. The Company is not responsible for User Content transferred to a Third-Party Developer or third party, or for any transmission, collection, disclosure, security, access, modification, use, or deletion of User Content transferred by or through Developed Content. Use of Developed Content may require User Content to be transferred to the Third-Party Developer or third party and by accessing and using the Developed Content. You agree to the transfer of User Content to such parties by the Company as required for use of the Developed Content.
Third-Party Links. The Services and Developed Content may contain links to other websites operated by third parties and/or display advertisements for third parties (collectively, “Third-Party Links”). Such Third-Party Links are not under our control. Company provides these Third-Party Links only as a convenience and does not review, approve, monitor, endorse, warrant or make any representations with respect to such Third-Party Links. Your use of these Third-Party Links is at your own risk.
8. USER CONDUCT; OTHER USERS; RELEASE
You warrant, represent and agree that you will not contribute any User Content or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy or other rights of any third party; (ii) violates any law, statute, ordinance or regulation, including but not limited to anti-spam and privacy laws and regulations and laws requiring the consent of subjects of audio and video recordings, or is otherwise illegal; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous or otherwise objectionable, or that would give rise to civil liability, or constitute or encourage conduct that could constitute a criminal offense, under any applicable law or regulation; (iv) impersonates any person or entity, including, without limitation, any employee or representative of Company, or falsifies or misrepresents yourself or your affiliation with any person or entity; (v) contains a virus, Trojan Horse, worm, time bomb or other harmful computer code, file or program; (vi) jeopardizes the security of your Account or anyone else’s Account (such as allowing someone else to log into the Services as you); (vii) attempts, in any manner, to obtain or access the password, account, products, devices, systems, or other security information from any other user or third party; (viii) violates the security of any computer network or cracks any passwords or security encryption codes; (ix) runs any processes that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure); (x) copies or stores any significant portion of another user’s User Content; (xi) decompiles, reverse-engineers or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services; or (xii) denigrates or disrupts any network capacity or functionality.
Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate any provision of these Terms or otherwise create liability for Company or any other person or entity. Such action may include removing or modifying your User Content, terminating your Account, and/or reporting you to law enforcement authorities.
Other Users. The Company assumes no responsibility or liability for violations by users of the Services. Each user of the Services is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other users of the Services are solely between you and such users. You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any user of the Services, we are under no obligation to become involved.
9. INDEMNIFICATION. You agree to indemnify and hold Company (and its officers, directors, employees, consultants, licensors and agents) harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (1) your use of, or inability to use, the Services (including any Developed Content); (2) your violation of these Terms; (3) any User Content or Feedback your provide; (4) your violation of applicable laws or regulations; (5) your violation of any rights of another party, including any users; or (6) your interaction with any other user. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Company, and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without Company prior written consent. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. You agree that the provisions in this Section will survive any termination of your Account, the Terms, or your access to the Services.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. COMPANY AND OUR LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.
COMPANY AND OUR LICENSORS AND SUPPLIERS MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY (OR ITS AUTHORIZED REPRESENTATIVES) OR THOUGH THE SERVICES, SHALL CREATE ANY WARRANTY.
COMPANY MAKES NO REPRESENTATIONS CONCERNING ANY USER CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, AND COMPANY WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES.
11. LIMITATION ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY OR ITS AFFILIATES, LICENSORS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES OR DEVELOPED CONTENT, HOWEVER CAUSED, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PROPRIETARY RIGHTS INFRINGEMENT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY’S, ITS AFFILIATES’, LICENSORS’ AND SUPPLIERS’ TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO AN AMOUNT NEVER TO EXCEED THE FEES ACTUALLY PAID BY YOU TO COMPANY, IF ANY, FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
12. DISPUTE RESOLUTION; BINDING ARBITRATION; WAIVER OF JURY TRIAL; WAIVER OF CLASS ACTION
Initial Dispute Resolution. The Company is available by email at email@example.com to address any concerns you may have regarding your use of the Services. Most concerns may be quickly resolved in this manner. You agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.
Agreement to 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 pursued pursuant to Section 12.1 above, then either you or the Company may initiate binding arbitration. All claims arising out of or relating to these Terms (including their formation, performance and breach), the parties’ relationship with each other and/or your use of the Services shall be finally settled by binding arbitration administered on a confidential basis by JAMS. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class actions. All other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class actions. Each party will have the right to use legal counsel in connection with arbitration at its own expense. The parties shall select a single neutral arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures. 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, including, but not limited to, any claim that all or any part of these Terms is void or voidable. 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 in writing and provide a statement of the essential findings and conclusions, shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The interpretation and enforcement of these Terms shall be subject to the Federal Arbitration Act. The JAMS rules governing the arbitration may be accessed at https://www.jamsadr.com/adr-rules-procedures. If you initiate arbitration, to the extent the filing fee for the arbitration exceeds Two Hundred and Fifty U.S. Dollars ($250) and the claim is found to be non-frivolous, the Company will pay the additional cost. If the Company is required to pay the additional cost of the filing fees, you should submit a request for payment of fees to JAMS along with your form for initiating the arbitration, and the Company will make arrangements to pay all necessary fees directly to JAMS. The Company will also be responsible for paying all other arbitration costs arising in connection with the arbitration, other than costs incurred by you for legal counsel, travel and other out-of-pocket costs and expenses not constituting fees or amounts payable to JAMS. You will not be required to pay fees and costs incurred by the Company if you do not prevail in arbitration. The Company will also pay JAMS to reimburse you for any portion of the $250 filing fee that is more than what you would otherwise have to pay to file suit in a court of law. THIS ARBITRATION IS MANDATORY AND NOT PERMISSIVE. You understand that, absent this mandatory provision, you would have the right to sue in court and have a jury trial. You further understand that the right to discovery may be more limited in arbitration than in court.
Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Section 12. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES ARISING OUT OF OR RELATING TO THESE TERMS, YOUR USE OF THE SERVICES, AND THE MATTERS CONTEMPLATED HEREBY MUST BE LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this subparagraph is deemed invalid or unenforceable neither you nor the Company are entitled to arbitration and instead claims and disputes shall be resolved in a court located in Chicago, Illinois.
Venue for Litigation. To the extent that the arbitration provisions set forth in Section 12.2 do not apply, you agree that any litigation shall be filed exclusively in state or federal courts located in Cook County, Illinois. You and the Company expressly consent to exclusive jurisdiction in Cook County, Illinois for any litigation. In the event of litigation relating to these Terms or the Services, you agree to waive, to the maximum extent permitted by law, any right to a jury trial, except where a jury trial waiver is not permissible under applicable law.
Changes to these Terms. Company reserves the right to make changes to these Terms. Company will notify you of any changes to our Terms by posting the new Terms on this page or the Company’s website. If we make any substantial changes, we may notify you by sending you an email to the last e-mail address you provided to us (if any), and/or by posting notice of the changes on our website. You should ensure that you have read and agree with the most recent Terms when you use the Services. Continued use of the Services following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the revised Terms. If you do not agree with any of the changes to any of the Terms, you should cease accessing or using the Services.
Governing Law. These Terms, and any claim, dispute, action, cause of action, issue, or request for relief arising out of or relating to these Terms or your use of the Services shall be governed by the laws of the State of Illinois without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. Jurisdiction for any claims arising under this agreement shall lie exclusively with the state or federal courts within Chicago, Illinois. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS IN OR FOR COOK COUNTY, ILLINOIS FOR THE PURPOSE OF LITIGATING ALL SUCH CLAIMS OR DISPUTES.
Protection of Confidentiality and Intellectual Property Rights. Notwithstanding anything to the contrary in these Terms, Company may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.
Entire Agreement; Waiver; Section Titles; Severability. These Terms constitute the entire agreement between you and Company regarding the use of the Services. Any failure by Company to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Neither party is an agent or partner of the other party.
Survivability. All provisions of these Terms which by their nature should survive, will survive any expiration or termination of these Terms, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
Assignment. These Terms, and any associated rights or obligations, may not be assigned or otherwise transferred by you without Company’ prior written consent. These Terms may be assigned by Company without restriction. These Terms are binding upon and will inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns.
Notifications. Company may provide notifications to you as required by law, or for marketing or other purposes, via (at its option) email to the primary email associated with your Account or posting of such notice on the Services. Company is not responsible for any automatic filtering that you or your network provider may apply to email notifications. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.