Last updated: 26 September 2021
Welcome! This Terms of Service (“Terms”) constitutes a valid and binding agreement between StellarPeers, LLC (“Company,” “we,” or “us”) and you (“you,” or “your”). These Terms explain the terms and conditions by which you may use our website, services, platform and related software provided by or in connection therewith (collectively the “Services”).
By accessing or using the Services, you signify that you have read, understood, and agree to be bound by this terms herein, which thereby become a binding contract between you and Company. If you do not agree, you may not use the Services. You may only access and use the Services in accordance with these Terms. You will adhere to all laws, rules, and regulations applicable to your use of the Services. These Terms apply to paid subscriptions as well as use of the Free Services and Free Trials of the Services.
You represent to us that you are lawfully able to enter into contracts. You must be at least 18 years of age (or the age of legal majority in your jurisdiction if different than 18) to be eligible to use the Services. These Terms apply to you and all other visitors, users, and anyone else who accesses the Services (collectively, “Users”).
We strive to improve the Services for you, so our Terms may change from time to time. We’ll make sure to change the “Last Updated” date at the top of this page so you can tell if these Terms have changed since your last visit. In the event of a material change, Company shall notify you via message or by means of a prominent notice on the website or application. By continuing to use the Services following such modifications, you agree to be bound by such modifications. If you are not comfortable with the provisions of these Terms or with any changes that we make to these Terms, please do not use the Services.
- The Company provides a platform (the “Services”) that brings professionals together to help each other prepare for the toughest interview questions so that they can land their dream jobs. Users are able to connect with other Users to engage in mock interviews, access content for interview preparation, and hire the Company for interview, resume coaching, and more.
- As part of the Services, you may receive emails, SMS texts, push notifications and phone calls from us. By signing up and providing your email and phone number, you agree to receive these communications from us. All notices from us intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide when you registered for the Services.
- Neutral Platform. The Services are provided and function solely as a neutral platform and are to be used as a general resource. The Company does not decide, or have any vested interest in, which User, if any, that any other User selects for any particular need or request. The Company is not involved in or a party to any actual sessions, meetings, transactions between Users or between Users and other third parties, even if you link to them through the Services. As a result, Company has no control over the quality, timeliness, and/or safety of the transactions between Users and is absolutely not responsible for the actions or inactions of a User.
II. Use of Our Services
License. Subject to the terms and conditions of these
Terms, you are hereby granted a non-exclusive, limited,
non-transferable, freely revocable license to use the Services as
permitted by the features of the Services. Company reserves all rights
not expressly granted herein in the Services and the Company Content (as
defined herein). Company may terminate or suspend access to the Services
immediately, without prior notice or liability, for any reason
whatsoever, including, without limitation, if you breach the Terms. All
provisions of the Terms shall survive termination, including, without
limitation, ownership provisions, warranty disclaimers, indemnity, and
limitations of liability.
- You acknowledge and agree that the Services are licensed solely for your own business or personal use and you may not use the Services for any other purposes, without prior written authorization from Company. You agree to not grant access to any third party for any purpose whatsoever without the prior written consent of Company; (b) make the Services, in whole or in part, available to any other person, entity or business; (c) sell, sublicense, lease, permit, transfer, copy, reverse engineer, decompile or disassemble the Services, in whole or in part, or otherwise attempt to discover the source code to the software used in the Services; (d) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services, features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on use of the Services; (e) remove any proprietary notices from the Company Content, software or elsewhere on the Services; or (d) modify, alter, integrate, combine the Services or associated software with any other software or services not provided or approved by us. You have and will obtain no rights to the Services except for the limited rights to use the Services expressly granted by these Terms. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. Company reserves all rights not expressly granted under these Terms.
- Rights in Submissions. With respect to any documents, messages, queries, and any other text, content, information or data (the “User Content”) you submit or make available through the Services (other than personal or Confidential Information), you grant to Company a perpetual, irrevocable, non-terminable, worldwide, royalty-free, non-exclusive, sub-licensable, right and license to use, copy, modify, create derivative works from, display and distribute, via any present or future medium, your User Content in order to provide the Services pursuant to this Agreement. You represent and warrant that you have secured all rights in and to you User Content as may be necessary to grant this license. We do not claim any ownership of the User Content that you submit, post, or display through the Services. The User Content that you submit may be modified or adapted for purposes of transmission, display, or distribution over computer networks or any media formats, in order to conform to any requirements or limitations in working with such networks, services, devices or media.
- Feedback. We may use any reports, comments, ratings, reviews and suggestions in any form regarding the Services that you provide to us (collectively, the “Feedback”). You grant us a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate and use the Feedback in connection with the Services.
- Updates. You acknowledge that Company may from time to time issue updated versions of the Services, and may automatically electronically update the version of the Services that you are using. You consent to such automatic upgrading, and agree that the terms and conditions of these Terms will apply to all such upgrades.
Accounts. In order to use certain features of the
Services, you will be required to create an account and provide
accurate, current and complete information in connection with your use
of the Services (“Account“). You agree to maintain and promptly update
your Account information as necessary to maintain its accuracy. Company
reserves the right to suspend or terminate access to and use of the
Services, or any portion thereof, on the basis of inaccurate or
incomplete Account information.
- Your Account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. If you open a business Account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf.
- You are solely responsible for all activity that occurs when the Services are accessed through your Account, and you must keep your account password secure. You must notify Company immediately of any breach of security or unauthorized use of your account. Company will not be liable for any losses or damages arising from your failure to protect your password or Account information and/or caused by any unauthorized use of your Account.
- You may control your Account and how you interact with the Services by changing the settings in your Account. By setting up an Account, you consent to our using your email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Services and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your Account settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
- By logging into your Account, using the Services, and/or accessing the information contained therein, you understand and agree that you absolutely may not share your log-in ID or password or any of the information contained within the Services with any third party whatsoever without the explicit written permission of Company. For the purpose of clarity, this includes providing access to, or allowing, third parties to log-in through your Account, as well as copying and sharing reports and/or emails, names or phone numbers, with any other individual, business, marketing or survey company.
- You may not access the Services if you are a competitor of Company, except with Company’s prior written consent. In addition, you may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. Any unauthorized access or use of the Services and the information contained therein, is a violation of Company’s policies, may result in our suspending or terminating your Account, and may subject you to criminal liability.
Services Rules. You agree not to engage in any of the
following prohibited activities: (i) copying, distributing, or
disclosing any part of the Services in any medium, including without
limitation by any automated or non-automated “scraping”; (ii) using any
automated system, including without limitation “robots,” “spiders,”
“offline readers,” etc., to access the Services; (iii) transmitting
spam, chain letters, or other unsolicited email; (iv) attempting to
interfere with, compromise the system integrity or security or decipher
any transmissions to or from the servers running the Services; (v)
taking any action that imposes, or may impose at our sole discretion an
unreasonable or disproportionately large load on our infrastructure;
(vi) uploading invalid data, viruses, worms, or other software agents
through the Services; (vii) collecting or harvesting any personally
identifiable information, including account names, from the Services;
(viii) using the Services for any commercial solicitation purposes; (ix)
impersonating another person or otherwise misrepresenting your
affiliation with a person or entity, stealing or assuming any person’s
identity (whether a real identity or nickname or alias), conducting
fraud, hiding or attempting to hide your identity; (x) interfering with
the proper working of the Services; (xi) accessing any content on the
Services through any technology or means other than those provided or
authorized by the Services; or (xii) bypassing the measures we may use
to prevent or restrict access to the Services, including without
limitation features that prevent or restrict use or copying of any
content or enforce limitations on use of the Services or the content
therein. Furthermore, you may not use the Services to develop, generate,
transmit or store information that: (A) infringes any third party’s
intellectual property or other proprietary right; (B) in any way
obstructs or otherwise interferes with the normal performance of another
person’s use of the Services, and (C) performs any unsolicited
commercial communication not permitted by applicable law.
- You are solely responsible for any and all User Content which you submit, make available, or use with respect to the Services. You represent and warrant that all of your User Content is accurate and not misleading and is not in violation of any third party rights. Other than your User Content which constitutes Confidential Information (as defined herein), your User Content is not confidential or privileged, and you waive rights of privacy or publicity in connection with your User Content.
- You further agree not to post any User Content or message containing, or otherwise use, reference or communicate, any obscene or offensive images, symbols or language, or post, use, reference or communicate anywhere else on, through or in connection with the Services any material that is defamatory, pornographic, racial, abusive or hateful, unauthorized, harassing, invading of anyone’s privacy, encouraging of conduct that would constitute a criminal offense, giving rise to actual or potential civil liability, or otherwise violating any local, state, national or international law or regulation. You agree to use the Services for professional use only and to refrain from any use for unlawful purposes.
- Company does not actively monitor or exercise any editorial control over the User Content or uses of the Services or any messages or other material or information created, obtained or accessible through the Services. Company has no practical ability to restrict all conduct, communications or content which might violate these Terms prior to its transmission on or through the Services, nor can Company ensure prompt removal of any such communications or content after transmission or posting. Accordingly, Company does not assume liability to Users or others for any failure to enforce the terms of these Terms. You must evaluate, and will bear all risks associated with, the use of or reliance on content or information obtained through the Services. However, Company reserves the right to reject or remove any User Content of which we become aware that fails to fulfill the purpose of the Services, is in breach of these Terms, is contrary to law, or is otherwise inappropriate in our discretion. Under no circumstances will we be liable in any way for any User Content, including, but not limited to, liability for any errors, inaccuracies, or omissions therein, or for any loss or damage of any kind incurred as a result of the use thereof. We will have no obligation or liability to you to maintain, store, or license any User Content.
- All Users are expected to comply with Service rules and guidelines as posted on the Services themselves, and also as agreed to by Users in the courts of using the Services. Users who do not comply with the mock interview calendar guideline, who do not show up to scheduled sessions, who cancel late, or who otherwise breach usage guidelines are subject to fees owed and suspension or termination of their Accounts.
- Availability of Services. Company will use commercially reasonable efforts to make the Services available pursuant to these Terms except for (a) planned downtime; (b) emergency downtime; and (c) any unavailability caused by circumstances beyond our reasonable control. Company reserves the right to modify the Services from time to time and makes no guarantees as to the continuous availability of the Services or of any specific feature(s) or functionality(ies) of the Services.
- Subscriptions. Certain parts of the Service are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription. At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it. You may cancel your Subscription renewal either through your Account or by contacting Company’s customer support team at firstname.lastname@example.org.
- Other Fees. Company may add new services for additional fees and charges, or add or amend fees and charges for existing services, at any time in its sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you or at the end of your current subscription.
- Payment. A valid and up to date payment method, including a credit card, is required to process fee payments. You agree that if you do not maintain a valid, non-expired card on file with us during any billing attempt, you may be subject to interest and penalties. By submitting such payment information, you automatically authorize us to charge all Subscription fees incurred through your account to any such payment instruments. You also irrevocably and expressly authorize Company to withhold any monies and/or debit any monies from any account that you have identified to Company for any chargebacks, fees, costs, deductions, adjustments and any other amounts owed to us. Should automatic billing fail to occur for any reason, we will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice. Interest and finance charges will accrue on all late payments, and will be charged at the maximum rate allowable by law, or at 2% per month, whichever is less. You will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Company in collecting late or unpaid fees due hereunder. Nothing mentioned herein will limit any additional rights and remedies available to Company at law or in equity arising out of your failure to make payment.
- Free Services. Certain aspects of the Services may be offered for free (“Free Services”). Company reserves the right to (i) modify the terms and conditions of the Free Services at any time, (ii) cancel or change the Services that are offered as Free Services, or (iii) terminate your access to and/or right to use the Free Services at any time for any reason in Company’s sole discretion.
- Free Trial. Company may, in its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”). On the last day of the Free Trial period, unless you cancelled your Subscription, your Free Trial will automatically convert to a paid Subscription and you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected. At any time and without notice, Company reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.
- Fee Changes. Company, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle. Company will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective. Your continued use of the Services after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount. Company reserves the right to change its prices and to offer discounts and temporary promotions.
- Payment Processor. Please note that any payment terms presented to you in the process of using or signing up for Services are deemed part of this Agreement. Company uses a third-party payment processor (the “Payment Processor”) to process fee payments through the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. We are not responsible for errors by the Payment Processor. By utilizing the Services, you agree to pay us, through the Payment Processor, in accordance with the applicable payment terms.
- No refunds / Chargebacks. You acknowledge and agree that there shall be no refunds under this Agreement for any reason, any Subscription or Service, whatsoever, including termination of this Agreement regardless of the cause of such termination. The Subscription fees cover all costs that Company incurred for the creation and functioning of your Account for the agreed upon term hereof, and other expenses related thereto. Notwithstanding the above, certain refund requests for Subscriptions may be considered by Company on a case-by-case basis and granted at the sole discretion of Company. For the purpose of clarity, you understand and agree that all payments are final. You understand and agree to contact us directly at email@example.com if you believe an exception to this rule is warranted, and Company, in its sole discretion, will determine if that is the case. You agree not to initiate a chargeback for any fees paid or payable under this Agreement. Since we have a clear and explicit “No Refund” policy in these Terms that you have agreed to prior to completing the purchase of a Subscription or any of our Services, we do not tolerate or accept any type of chargeback threat or actual chargeback from your credit card company. In the event that a chargeback is placed on a purchase or Company receives a chargeback threat during or after your purchase, Company reserves the right to report the incident to all three credit reporting agencies or to any other entity for inclusion in any chargeback database or for listing as a delinquent account which could have a negative impact on your credit report score. The information reported will include your name, email address, order date, order amount, and billing address. Chargeback abusers wishing to be removed from the database shall make the payment for the amount of the chargeback.
IV. Proprietary Rights
- The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “Company Content”), and all intellectual property rights related thereto, are the exclusive property of Company and its licensors. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Company Content. Use of the Company Content for any purpose not expressly permitted by these Terms is strictly prohibited. These Terms do not provide you with title or ownership of any Services or Company Content, but only a limited right to use the same solely upon the terms expressly set forth in these Terms. For the purpose of clarity, nothing provided under these Terms is to be considered a “work for hire” and Company does not convey, transfer or assign to you any right, title and interest it may have now or in the future acquire, including but not limited to all intellectual property rights.
- Company cares about and takes very seriously the integrity and security of your personal information. We take commercially reasonable administrative, physical and electronic measures designed to safeguard and protect the Services, User Content and content, materials and data therein from unauthorized access, use, modification, deletion and/or disclosure by our personnel. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
VII. Third-Party Links and Information
VIII. Representations and Warranties
- You represent and warrant that: (i) You have the power, right and authority to enter into these Terms, and are capable of forming a binding contract: (ii) you will use the Services for lawful purposes only and in accordance with these Terms and all applicable laws, regulations and policies, (iii) you own or have sufficient rights in and to the User Content you submit through the Services to grant the licenses set forth in these Terms with respect to such content to Company, that any use by Company of such User Content as contemplated in these Terms will not infringe on the rights of any third party or violate any applicable laws or regulations, and that such content shall not (a) violate any laws or regulations or any rights of any third parties, including but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade dress, trade secret, music, image or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or publicity rights, moral or otherwise, or rights of celebrity, or any other right of any person or entity; (b) contain any material that is unlawful, fraudulent, threatening, defamatory, obscene, profane or hateful or (c) contain any disabling codes or instructions, or any viruses, worms, Trojan horses or other contaminants.
- You agree to defend, indemnify and hold harmless Company and its licensees, licensors, managers, employees, contractors, representatives, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) (“Losses”) arising from: (i) your use of and access to the Services, including any User Content transmitted or received by you; (ii) your violation of any term of these Terms, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights,; (iv) your violation of any applicable law, rule or regulation; (v) any User Content or content that is submitted via your account including without limitation misleading, false, or inaccurate information; (vi) your negligence or willful misconduct; or (vii) any other party’s access and use of the Services with your unique username, password or other appropriate security code.
X. No Warranty
- THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE SERVICES OR THE INFORMATION CONTAINED THEREIN, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COMPANY, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR RESULT IN ANY PARTICULAR RESULTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
- COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND PROVIDERS OF SUCH THIRD PARTY PRODUCTS OR SERVICES.
- COMPANY MAY ALTER, SUSPEND, ADD TO, OR DISCONTINUE THE SERVICES IN WHOLE OR IN PART AT ANY TIME FOR ANY REASON, WITHOUT NOTICE OR COST. COMPANY ASSUMES NO RESPONSIBILITY FOR YOUR ABILITY TO (OR ANY COSTS OR FEES ASSOCIATED WITH YOUR ABILITY TO) OBTAIN ACCESS TO THE SERVICES. COMPANY DOES NOT ASSUME ANY LIABILITY FOR THE FAILURE TO STORE OR MAINTAIN ANY USER CONTENT, COMMUNICATIONS, ACCOUNT INFORMATION, OR PERSONAL SETTINGS.
- YOU AGREE THAT COMPANY HAS MADE NO AGREEMENTS, REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE EXPRESSLY SET FORTH IN THESE TERMS, AND THAT NO FUTURE AGREEMENT, REPRESENTATION OR WARRANTY OF COMPANY WITH REGARD TO SERVICES PROVIDED UNDER THIS AGREEMENT SHALL BE EFFECTIVE UNLESS EXPRESSLY STATED IN AN AMENDMENT TO THESE TERMS SIGNED BY BOTH PARTIES.
- THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
XI. Limitation of Liability
- IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, WHETHER A CLAIM FOR ANY SUCH LIABILITY OR DAMAGES IS PREMISED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF COMPANY HAS BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL COMPANY BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO COMPANY HEREUNDER OR $100, WHICHEVER IS GREATER.
- SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
- If you are a California resident, you waive California Civil Code Section 1542, which says: “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.”
XII. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
- Governing Law. These Terms shall be governed by and construed and enforced in accordance with the laws of the State of New Hampshire as it applies to a contract made and to be performed in such state. You consent and agree that the state and federal courts of Belknap County shall have personal jurisdiction over you, as well as subject matter jurisdiction with respect to any provision of these Terms, and shall be the exclusive forums for any litigation arising out of or relating to these Terms. You also agree to and hereby waive your rights to a trial by jury and agree to accept service of process by mail.
- Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY. For any dispute with Company, you agree to first contact us at firstname.lastname@example.org and attempt to resolve the dispute with us informally. In the unlikely event that Company has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Belknap County, New Hampshire, unless you and Company agree otherwise. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Company from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.
- Expenses and Attorneys’ Fees. In the event any action is brought to enforce any provision of these Terms or to declare a breach of these Terms, the prevailing party shall be entitled to recover, in addition to any other amounts awarded, reasonable legal and other related costs and expenses, including attorney’s fees, incurred thereby.
XIII. Term and Termination
- Your commitment to these Terms commences on the date you first access the Services and shall continue in full force and effect for so long as you use the Services or until terminated by either party in accordance with this Agreement. Company may terminate this Agreement for its convenience at any time upon notice.
- We have the right to deny access to, and to suspend or terminate your access to, the Services, or to any features or portions of such, and to remove and discard any User Content you have submitted, at any time and for any reason, including for any violation by you of these Terms. In the event that we suspend or terminate your access to and/or use of the Services, you will continue to be bound by the Terms that were in effect as of the date of your suspension or termination.
XIV. Confidential Information
- Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with these Terms, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
- The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with these Terms; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms.
- The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure.
- Each party agrees that it will not publicly or privately disparage, demean, or impugn the reputation of, or encourage, assist or direct another person or entity to, publicly or privately disparage, demean, or impugn the reputation of, the other party, and as it specifically relates to Company, the way it conducts its business and affairs. Each party agrees that the other party may suffer irreparable harm if a party fails to comply with its obligations set forth herein (including other obligations pertaining to intellectual property rights, and the parties agree that the non-breaching party will, in addition to any other remedies available at law or in equity, be entitled to the issuance of injunctive relief to enforce the provisions hereof as well as seek specific performance, immediately and without the necessity of posting a bond.
XV. DMCA Notice
We respect the intellectual property rights of others, and we prohibit
the uploading, posting, transmitting, sharing, or otherwise making
available any material that violates another party’s intellectual
property rights. When we receive proper notification of alleged
copyright infringement, we may promptly remove or disable access to any
allegedly infringing material and may terminate any Account of any
repeat infringer, in accordance with the Digital Millennium Copyright
Act (“DMCA”). If you believe that your own copyrighted work is
accessible on the Services or any service in violation of your
copyright, then You may provide our designated agent with a written communication as set
forth in the DMCA, 17 U.S.C. Sec. 512(c)(3) that contains substantially
the following information:
- Identify in sufficient detail the copyrighted work or intellectual property that you claim has been infringed, so that we can locate the material.
- Provide the electronic or physical signature of the owner of the copyright or a person authorized to act on the owner’s behalf.
- Include a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
- Include a statement by you that the information contained in your notice is accurate and that you attest under the penalty of perjury that you are the copyright owner or that you are authorized to act on the copyright owner’s behalf.
- Include your name, mailing address, telephone number, and email address. You may submit your notification of alleged copyright infringement by sending an email to our designated agent at email@example.com.
- Jurisdictional Matters. The Services are controlled and operated from facilities in the United States. Company makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the United States.
- Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Company without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
- Notification Procedures and Changes to These Terms. Company may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Company in our sole discretion. Company reserves the right to determine the form and means of providing notifications to you, provided that you may opt out of certain means of notification as described in these Terms. Company is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Company may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the ‘last modified’ date at the top of this page. Your continued use of the Services after any such change constitutes your acceptance of the new Terms. If you do not agree to any of these terms or any future terms, do not use or access (or continue to access) the Services.
- Electronic Communications. 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.
- Entire Agreement / Severability. These Terms, together with any amendments and any additional agreements you may enter into with Company in connection with the Services, shall constitute the entire agreement between you and Company concerning the Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
- No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Company’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
- Interpretation. Section headings are for reference only, and shall not be construed as substantive parts of these Terms. Each capitalized term used in these Terms (including any schedule or exhibit of these Terms) shall have the meaning attributed to it in any part of these Terms (including any such schedules or exhibits).
- Survival. You acknowledge and agree that all indemnification, confidentiality, intellectual property, governing law, dispute resolution, enforceability/injunctive relief, limitation of liability and other clauses including those provisions which by their terms contemplate survival shall survive the termination or expiration of these Terms regardless of the cause of such termination.
- Force Majeure. Neither party shall be liable to the other party for any delay or failure of said party to perform its obligations hereunder (except for payment obligations) if such delay or failure arises from any cause or causes beyond the reasonable control of such party. Such causes shall include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by either party in providing required resources or support or performing any other requirements hereunder.
- Contact Us: If you have any questions about these Terms, please contact us at firstname.lastname@example.org.