Terms of Service
Important notice to user: please read this document carefully. This Terms of Service ("Agreement") is a legal agreement between you (referred to herein as "you" or "your") and Keep Holdings ("we", "our", or "us") for access to and use of our website available at https://keep.com (the "Website") and other related software, interactive features, or downloads operated by us and that are available through the Website (whether accessed directly or through any software application) (referred to collectively as the "Service" and excluding any services provided to you by us under a separate written agreement).
By accessing or using the service, you agree to be bound by the terms and conditions of this agreement, whether or not you are a registered user of our service. If any of these terms are unacceptable to you or in the event that any future changes are unacceptable to you, do not use the service. Your continued use of the service now, or following notice of any changes in this agreement, will indicate acceptance and agreement by you of such changes.
You represent that you have the legal authority to enter into this agreement and to be bound by its terms. If you are acting on behalf of a company or entity, you represent that you have the authority to bind such entity.
- Use of the Service by You.
- The Service is a creative and positive platform for you to discover and share information about products you enjoy. The Service enables you to tag, copy and post ("Keep") items you find on the web and items you otherwise submit to the Service. For example, you can use the Service to Keep images of your favorite products that you find on the web, or to Keep images of products that you have uploaded to Service. The Service also is designed to allow you to create, assemble and curate online compilations ("Collections") of items you Keep. Collections may be displayed publicly, and users of the Service may view and follow other users' Collections, and post comments and other materials in response. Before you submit or Keep any product images or other Content (defined in Section 6 below), make sure you have the necessary rights to grant us all of the licenses described in Section 8 below.
- You may not rely on any information or opinions expressed on the Service for any purpose. In all instances, it is your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of Content (defined in Section 6 below). We do not endorse or warrant, and are not responsible for, the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement made on the Service by anyone other than our authorized employees or spokespersons while acting in their official capacities.
- The Service may contain links to other websites maintained by third parties. We do not operate or control, in any respect, or necessarily endorse the content found on third-party websites. You assume sole responsibility for your use of third-party links, websites, products and services.
- You acknowledge and agree that affiliate links and other tracking technologies (e.g., third party cookies) may be used, overlaid, or otherwise deployed in connection with your Content and Collections on the Service, and that, unless you and we enter into a separate written agreement explicitly providing otherwise, neither you, nor any third party, shall be entitled to receive any portion of the revenue we may receive in connection therewith. For example, affiliate links on or adjacent to your Kept Content or Collections may enable us to earn a commission on revenue generated by qualifying sales by merchants that sell products, including, without limitation, products similar or identical to the items displayed in your Kept Content. You also acknowledge and agree that, to the extent your Content includes any affiliate network identifier, affiliate links, or other tracking technologies, we may remove or replace such identifier, links, or other tracking technologies in our sole discretion, and without obligation to you.
- You agree that (i) you will use the Service solely for your own personal use in accordance with this Agreement and in accordance with any specific rules or usage provisions specified by us on the Service, (ii) all information supplied by you to us will be true, accurate, current and complete, and (iii) you will review the latest version of this Agreement posted on the Service from time to time to check for amendments that may apply to you (as more fully described in Section 11 below). We retain the right at our sole discretion to deny or suspend access to the Service to anyone, at any time and for any reason, without liability.
- You acknowledge and agree that your use of the Service, including, without limitation, the storage of any data, files, information and/or other materials on a server owned or under our control or in any way connected to the Service, shall be at your sole risk and responsibility and we shall have no obligation to back-up such data, files, information and/or other materials. We expressly reserve the right to limit storage capacity and to remove and/or delete any data, files, and/or other information stored or used in connection with the Service for any reason including, without limitation, if we deem, in our sole discretion, such data to be in violation of this Agreement and/or any rule or policy of ours and/or any local, state, or federal law or regulation.
- You are solely responsible for any breach of your obligations under this Agreement and for the consequences (including any loss or damage which anyone may suffer) of any such breach.
- We cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings, or other interruptions. We cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or settings.
- By connecting to the Service with a third-party service (e.g., Facebook), you give us permission to access and use information, content or material you have supplied to that service as permitted by that service, and to store your log-in credentials for that service.
- Please remember that you are solely responsible for your interactions with other users of the Service. We reserve the right, but have no obligation, to monitor and to resolve disputes between you and any other user of the Service, or any user's action or inaction.
- Your interactions with merchants or advertisers found on or through the Service, including payment and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such party. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
- You agree not to use user names or Collection titles or to Keep Content that is in our opinion offensive, obscene, or harassing to others or otherwise violates Section 2 below. We reserve the right to require you to change your user name or the title of your Collection at any time and for any reason in our sole discretion.
- Restrictions on Use of the Service. You represent, warrant, and agree that you will not:
- use the Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement and/or any and all applicable local, state, national and international laws and regulations and treaties;
- use the Service for the distribution, housing, processing, propagation, storage, or other handling of, any abusive, defamatory, harassing, libelous, lewd, libelous, obscene, pornographic, threatening, or tortuous material, or any false or misleading material, or any material that may create a risk of any loss or damage to any person or property, or any other material (including links to such material) that we deem, in our sole discretion, to be objectionable whether or not such material is unlawful;
- permit or otherwise enable unauthorized users to access and/or use the Service;
- use the Service to export software or data in violation of applicable U.S. laws or regulations;
- sell, copy, duplicate, rent, lease, loan, distribute, transfer, or sublicense the Service, or otherwise permit any third party to use or have access to the Service for any purpose (except as expressly permitted by us in writing) or decompile, reverse engineer, disassemble, modify, create a derivative work of, display in human readable form, or attempt to discover any source code for any software that enables or comprises any part of the Service;
- remove any copyright, trademark, patent or other proprietary notices from the Service or from Content which you Keep using the Service;
- distribute, publish, exhibit, or otherwise use the Service, in any manner and for any purpose not expressly permitted under this Agreement;
- frame or utilize framing techniques to enclose the Service, or any portion thereof;
- exploit the Service or collect any data incorporated in the Service in any automated manner through the use of bots, metaspiders, crawlers or any other automated means;
- register as a user of the Service by providing false, inaccurate, or misleading information;
- impersonate any person or entity, including, but not limited to, an employee of ours, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- collect personal data about other users of the Service for commercial or any other purposes;
- Keep, post, or otherwise make available irrelevant Content (as defined in Section 6 below), repeatedly Keep, post or otherwise make available the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure;
- attempt to gain unauthorized access to our computer systems (including any non-public areas of the Service) or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, probes for vulnerability, or impairs the functionality of, the Service (or the servers and networks which are connected to the Service);
- make available Content (as defined in Section 6 below) that in our opinion constitutes or contains "junk mail," "spam," "chain letters," "pyramid schemes," or unsolicited commercial advertisement, except to the extent such Content is provided to you by us or one of our affiliates for a purpose specifically authorized by us in writing;
- create or attempt to create multiple user accounts;
- access or use the Service if you have been previously removed from the Service by us; and
- use the Service to negotiate and/or enter into commercial transactions of any kind with other end users of the Service;
- Use the Service to encourage any conduct that (1) violates any applicable law or regulation, or any term or condition of this Agreement, or (2) could create a risk of harm, loss or damage of any kind; and
- attempt to access or search the Service or Content or in order to scrape any Content or information from the Services, or otherwise use, upload Content to, or create new links, posts or referrals in the Service through the use of any computerized or mechanized process, engine, software, tool, agent device or mechanism other than the software provided by us or other generally available third party web browsers.
- Provision of the Service by Us. We are constantly improving the Service in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Service which we provide may change from time to time without prior notice to you. As part of this continuing innovation, you acknowledge and agree that we may decline to provide you access to the Service or stop (permanently or temporarily) providing the Service (or any features or programs or Content within the Service) to you or to users generally at our sole discretion, without liability or prior notice to you. You may stop using the Service at any time. You do not need to specifically inform us when you stop using the Service. You acknowledge and agree that if we disable access to your account, you may be prevented from accessing the Service, your account details, or any files or other Content which is contained in your account. You acknowledge and agree that while we may not currently have set a fixed upper limit on the amount of storage space used for the provision of the Service, or the duration of time that we will store any information on your behalf, such fixed upper limits or temporal limits may be set by us at any time, in our sole discretion. Any new features that augment or enhance the current Service shall be subject to this Agreement.
- Access to the Service; Reservation of
Subject to your compliance with this Agreement, we hereby give you a
personal, revocable, worldwide, non-assignable and non-exclusive right to
access and use the Service for your personal use to allow you to express
yourself, discuss public issues, report on issues of public concern, and
engage in parody as expressly permitted by the features of the Service. We
also hereby grant you a limited, revocable, and non-exclusive right to
create a hyperlink to our Website or subdomains thereof so long as the
link does not portray us, our affiliates, or products or services provided
by us or our affiliates in a false, misleading, derogatory, or otherwise
offensive manner in our sole judgment. You may not assign (or grant a
sub-license of) your rights to use the Service, grant a security interest
in or over your rights to use the Service, or otherwise transfer any part
of your rights to use the Service and any such attempt shall be null and
void at the time of such attempt.
- Subject to your compliance with this Agreement, we also give you a personal, revocable, worldwide, non-assignable and non-exclusive right to install and use any downloadable software application(s) or scripts (e.g., our "Keep Button") we may make available on the Website for download ("Widgets"). You may not: (i) separate any individual component of any Widget; (ii) incorporate any portion of any Widget into your own programs or compile any portion of any Widget in combination with your own program(s); or (iii) sell, rent, lease, lend, loan, distribute, publicly communicate, transform, or sub-license any Widget or otherwise assign any rights to any Widget in whole or in part or otherwise use any Widget for commercial purposes. If we make any Widgets available, you are not entitled to any support, upgrades, patches, enhancements, or fixes, and if we elect to provide support of any kind, we may terminate that support at any time. You will comply with all export and re-export restrictions and regulations of the United States Department of Commerce and other United States and foreign agencies and authorities that may apply to any Widget, and not transfer, or encourage, assist, or authorize the transfer of any Widget to a prohibited country or otherwise in violation of any applicable restrictions or regulations.
- We reserve all right, title and interest in and to the Service (including any Widgets) not expressly granted to you under this Agreement. There are no implied licenses under this Agreement.
- Your Password and Account Security. To use certain features and functionalities of the Service, you must create an account with us, and provide certain personal information about yourself to us. If you are under the age of thirteen (13), then you are not permitted to create an account or otherwise submit personal information to us. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Service. You represent that you are capable of forming a legally binding contract according to the law applicable to you. Accordingly, you agree that you will be solely responsible to us for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify us immediately at email@example.com.
- Keep Cash Keep Cash may be terminated by the company at any time, at its sole discretion, with or without prior notice.
- Content in the Service. You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Service are the sole responsibility of the person from which such information originated. All such information is referred to as "Content".
- You acknowledge that Content presented to you as part of the Service may be protected by intellectual property rights which are owned by the persons and/or entities that provide that Content to us (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by us or by the owners of that Content, in writing.
- We reserve the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content.
- You understand that by using the Service you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Service at your own risk.
- You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any Content that you create, Keep, re-Keep, transmit or display while using the Service and for the consequences of your actions (including any loss or damage which we may suffer) by doing so.
- The term 'Etsy' is a trademark of Etsy, Inc. This application uses the Etsy API but is not endorsed or certified by Etsy, Inc.
- Intellectual Property.
- You acknowledge and agree that we (or our licensors) own all legal right, title and interest in and to the Service, including any intellectual property rights which subsist in the Service (whether those rights happen to be registered or not, and wherever in the world those rights may exist) including, without limitation, all rights with respect to copyrights, patents, trademarks, service marks, moral rights, trade names, domain names, technology, mask works, know-how, design rights, trade dress, trade secrets, inventions, ideas, processes, formulas, source code and object code, data, and similar rights including the information in any application, registration, or renewal thereof that may be protected under the intellectual property laws, regulations, or rules of any country. Without limiting the foregoing, the "look and feel" of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material, and all intellectual property rights to the same, are owned or controlled by us, our licensors, or both.
- You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Service.
- You agree that in using the Service, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
- Rights you grant.
- You retain copyright and any other rights you already hold in Content which you Keep, post, upload or otherwise submit to, or make available on, the Service.
- By Keeping, re-Keeping, posting, uploading, submitting, or otherwise making available Content, or assembling Collections, you give us a worldwide, perpetual, fully-sublicensable (through multiple tiers), transferable, irrevocable, royalty-free, and non-exclusive license to use, host, store, reproduce, re-Keep, adapt, modify (e.g., reformat), translate, re-arrange, publish, publicly perform, publicly display, distribute and otherwise exploit such Content and Collections, in whole or in part, in any manner or media whatsoever, now known or hereafter developed, for any purpose whatsoever, including, without limitation, (i) in connection with our business and (ii) in connection with the business of our successors, subsidiaries, and their related companies. The Service is a public platform, and other users of the Service may, and you hereby grant all users of the Service the right to, search for, see, use, and/or re-Keep any Content that you make publicly available through the Service to the extent permitted by the features and functionalities of the Service.
- You agree that we may use your feedback, suggestions, or ideas in any way, including in future modifications of the Service, other products or services, advertising or marketing materials. You grant us a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully-paid up, royalty free license to use the feedback you provide to us in any way.
- You agree that we are not responsible for protecting and enforcing any intellectual property rights granted by you to us in connection with this Agreement and that we have no obligation to do so on your behalf.
- By submitting Content, you also grant us the right to use your published biographical information in connection with the use or publication of your Content.
- In connection with Content you Keep, re-Keep, post, upload, submit, or otherwise making available via the Service, you affirm, represent, and warrant that: you own or have the necessary licenses, rights, consents, and permissions to Keep and use and authorize us to use such Content in the manner contemplated by this Agreement. You further agree that you will not Keep, re-Keep or otherwise submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have written permission from their rightful owner to post the material and to grant us all of the license rights granted herein. You are in the best position to know if any Content you Keep, re-Keep or otherwise submit or make available via the Service is legally permitted. We therefore ask that you please be careful when deciding whether to make Content available on the Service, including whether you can Keep or re-Keep Content in your Collections.
- You understand that we may (a) transmit or distribute your Content over various public networks and in various media; (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media; and (c) display advertisements in connection with your Content and/or use your Content for advertising and promotional purposes. You agree that the rights and licenses you grant to us in this Agreement shall permit us to take these actions.
- You hereby agree that we may place advertising and promotions and affiliate links on the Service on, about, or in conjunction with your Content and without obligation to you. The manner, mode and extent of such advertising and promotions and links are subject to change without specific notice to you. By way of example, if you Keep or re-Keep any Content from a third party merchant's website, links from your Kept Content on our Service to such third party merchant's website may contain affiliate links from which we may derive revenue without obligation to you.
- You represent and warrant to us that you have all the rights, capacity, power and authority necessary to grant the above rights and licenses. To the extent you separately engage in sales of any products or services displayed in Content that you Keep via the Service, you represent and warrant to us that you have all necessary rights and authority to sell such products and services.
- Digital Millennium Copyright Act of
1998 (the "DMCA") provides recourse for copyright owners who
believe that material appearing on the Internet infringes their rights
under U.S. copyright law. It is our policy, in appropriate circumstances
and at our discretion, to disable and/or terminate the accounts of users
who repeatedly infringe or are repeatedly charged with infringing the
copyrights or other intellectual property rights of others. If you
believe that your work has been copied and posted on the Service in a way
that constitutes copyright infringement, please provide our copyright
agent with the following information in a written notice: an electronic
or physical signature of the copyright owner or of the person authorized
to act on behalf of the owner of the copyright interest; a description of
the copyrighted work that you claim has been infringed; a description of
where the material that you claim is infringing is located on the
Service; your address, telephone number, and e-mail address; the
following written statements by you: (i) "I hereby state that I have
a good faith belief that the disputed use of the copyrighted material or
reference or link to such material is not authorized by the copyright
owner, its agent, or the law (e.g., as a fair use)"; and (ii)
"I hereby state that the information in this DMCA Notice is accurate
and, under penalty of perjury, that I am the owner, or authorized to act
on behalf of the owner, of the copyright or of an exclusive right under
the copyright that is allegedly infringed." Any notification by a
copyright owner or a person authorized to act on such copyright owner's
behalf that fails to comply with requirements of the DMCA shall not be
considered sufficient notice and shall not be deemed to confer upon us
actual knowledge of facts or circumstances from which infringing material
or acts are evident. Our copyright agent for notice of claims of
copyright infringement can be reached as follows:
- Stacie Henderson
- Keep Holdings
261 Madison Avenue, 9th Floor
New York, NY 10016
- If you receive a notification that Content made available by you has been removed from the Service due to a complaint of copyright infringement, it means that such Content has been taken down from the Service at the request of the owner of that Content. If you believe your Content was removed in error, you may file a counter-notice (i.e., a legal demand that we restore your Content) with us. When we receive a valid counter-notice, we will forward a copy to the person who filed the original complaint. To file a counter-notice with us, please include all of the following information in your counter-notice, and send such counter-notice to the copyright agent designated above: (i) your name, address, and telephone number, (ii) any complaint identification number we included in our e-mail to you, (iii) the source address of the Content that was removed (include the full link to the source), (iv) a statement under penalty of perjury that you have a good faith belief that the Content was removed in error, (v) a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, and that you will accept service of process from the person who provided the original complaint, and (vi) a physical or electronic signature (for example, typing your full name). If we do not receive notice, within 10 business days, that the person who filed the original complaint is seeking a court order to prevent further infringement, we will remove the complaint from your account's record, and we may replace the Content that was removed. We suggest you consult with a legal advisor before filing a counter-notice and make sure that you are the actual rights holder to the removed Content. There are legal and financial consequences for fraudulent and/or bad faith submissions, and you should understand those fully before submitting a counter-notice.
- Changes to Agreement; Additional Rules & Policies. We reserve the right to change, amend and/or modify this Agreement, in whole or in part, at any time. From time to time, we may notify you of additional or different rules and policies relating to the Service. These rules and policies shall thereafter be part of this Agreement. If you use the Service after notice of changes in this Agreement or changed rules or policies, you are agreeing to follow and be bound by them for such use. If you object to any such changes, your sole recourse is to cease using the Service.
- No Warranties. The service is provided to you on an "as is" and "as available" basis, without warranty or representation of any kind. To the fullest extent permitted by law, we expressly disclaim all warranties, whether express, implied, statutory or otherwise, including without limitation, any warranty of merchantability, title, non-infringement, quality, and/or fitness for a particular purpose. Without limiting the foregoing, we do not warrant the accuracy, reliability or completeness of any information provided by us in connection with your use of the service, or that the service, including, without limitation, any data, files, and/or other information stored on a server owned or under our control or in any way connected with the service, will meet your requirements or be available, uninterrupted, error-free, virus-free or secure. Some jurisdictions do not allow the exclusion of certain disclaimers or limitations of warranties, so the above exclusion may not apply to you. Any material downloaded or otherwise obtained through the use of the service is done at your own discretion and risk and you will be solely responsible for any loss or damage to your computer system or other device or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by you from us or through or from the service shall create any warranty not expressly stated in the agreement. We take no responsibility and assume no liability for any content that you or any third party keeps, re-keeps, submits, posts or sends over the service. You are solely responsible for your content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your and other users' online distribution and publication of the content provided by you and them.
- Disclaimer of Liability. To the fullest extent permitted by law, in no event shall we, our affiliates, or any of their directors, members, managers, officers, employees, agents or third party licensors, be liable for any special, indirect, incidental, consequential, punitive or exemplary damages or losses arising out of or relating to this agreement and/or the service provided hereunder or any other interactions with us, even if we have been advised of the possibility of such damages. Such limitation of liability shall apply whether or not the damages arise directly or indirectly from: (i) the misuse of, or reliance upon, the service provided hereunder; (ii) the inability to use the service for any reason, including, without limitation, from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or any failure of performance not limited to acts of god, communication failure, theft, or destruction; (iii) the interruption, suspension, or termination of the service; or (iv) the deletion and/or corruption of any data, information, documents, files and/or any other materials stored on a server owned or under our control or in any way connected to the service. Such limitation on liability shall apply notwithstanding any failure of essential purpose of any limited remedy and to the fullest extent permitted by law. NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS DO NOT EXCLUDE ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, DAMAGES ASSOCIATED WITH PERSONAL INJURY OR RESULTING FROM COMPANY INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE.
- Limitations of Liability. Without limitation of the foregoing, total liability of us, our affiliates, or any of our directors, members, managers, officers, employees, or agents for any reason whatsoever related to use of the service or any claims relating to this agreement or any content shall not exceed the amount of fees, if any, paid by you to us during the past twelve months in connection with your access to the service (or, if we choose, to supply you with either access and use of the service again or one hundred dollars ($100)). NOTWITHSTANDING THE FOREGOING, THESE LIMITATIONS OF LIABILITY DO NOT EXCLUDE ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, DAMAGES ASSOCIATED WITH PERSONAL INJURY OR RESULTING FROM COMPANY INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE.
- Service for United States Residents Only. The Service is controlled and operated from facilities in the United States. We make no representations that the Service is appropriate or available for use in other locations. You may not use the Service if you are a resident of a country other than the United States. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
- Release and Indemnification. You agree to release, indemnify and hold harmless us, our affiliates, directors, members, officers, employees, agents and third party licensors, from and against any and all liabilities, losses, damages, claims and expenses, including attorneys' fees, with respect to (i) your misuse of the Service, (ii) your actual or alleged violation or breach of this Agreement or rights of another, and/or (iii) Content provided by you or through use of your account (including Content you Keep or re-Keep). You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder. This provision does not require you to indemnify us for any unconscionable commercial practice by us or for our fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Service. For the avoidance of doubt, this section shall survive the termination of this Agreement.
- California Waiver. If you are a California resident, you waive California Civil Code 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."
- Term and Termination. This Agreement is effective until terminated by us or you. We shall have the right to terminate this Agreement including, without limitation, your right to access and use the Service, at any time in our sole discretion and without advance notice to you. The licenses granted herein by us shall automatically terminate without advance notice if you fail to comply with any material provision of this Agreement. You may terminate this Agreement at any time by deleting your user account on the Service and discontinuing use of any and all parts of the Service. Upon termination of this Agreement for any reason, you shall immediately cease using the Service.
Governing Law; Venue for Disputes; Arbitration;
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
This Agreement, and your relationship with us under this Agreement, shall be governed by the laws of the State of New York without regard to its conflict or choice of laws provisions.
Any dispute with us, or our parents, subsidiaries, affiliates, officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively through non-appealable arbitration with one arbitrator in accordance with the rules of the American Arbitration Association in New York, NY. Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced. The Federal Arbitration Act governs the interpretation and enforcement of this dispute resolution provision.
If travelling to New York is a burden, you may participate in the arbitration by phone or via document submission to the fullest extent allowable by the arbitrator. Each party will bear their own costs of arbitration unless the arbitrator directs that bearing such costs would be an undue burden and in that case, we will pay for your portion of the arbitration administrative costs (but not your attorneys’ fees).
YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING TO ACCEPT THIS AGREEMENT TO ARBITRATE.
NO CLASS ACTIONS.You agree to resolve any disputes related to this Agreement as an individual and not as a class or join any class. You understand that, in return for agreement to this provision and the dispute provision above, we are able to offer the Service at the terms designated, and that your assent is an indispensable consideration to this Agreement. You also acknowledge and understand that, with respect to any dispute with us, our officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Service or this Agreement:
YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.
- Severability. If any provision in this Agreement is invalid or unenforceable or contrary to applicable law, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity or unenforceability or the conflict with applicable law, and all other provisions of this Agreement shall remain in effect.
- No Assignment, Sublicense or Transfer. You may not assign, sublicense, or transfer this Agreement or any rights or obligations hereunder without our prior written consent. Any such attempted assignment, sublicense, or transfer will be null and void and we, in our sole discretion, shall have the right to immediately terminate this Agreement.
- Communications by us. You agree that we may communicate with you electronically. Such electronic communications may consist of e-mail, notices posted on our Website, "push" mobile notification, and other communications. You agree that all agreements, notices, disclosures, and other communications we send to you electronically will satisfy any requirement that such communication be in writing and, to the extent intended, such communication will be an enforceable and binding term or amendment to this Agreement.
- Entire Agreement. This Agreement sets forth the entire understanding and agreement between the parties relating to its subject matter. All provisions that should by their nature survive the termination of this Agreement shall survive the expiration of this Agreement including, but not limited to, the rights and licenses you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law, no class action, and no trial by jury. Any waiver of or promise not to enforce any right under this Agreement shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise. No vendor, distributor, dealer, retailer, agent, sales person, or other person is authorized by us to modify this agreement or to make any warranty, representation, or promise that is different than or in addition to the warranties, representations, or promises expressly set forth in this agreement.
- New Jersey Rights. The sections on indemnity, limitation of liability, and disclaimer of warranties do not apply to New Jersey residents.
- Last updated June 17, 2017.