Terms of Service

4.1 Modifications to the Terms

The Company reserves the right, in its sole and absolute discretion, to modify, amend, supplement, or restate these Terms at any time and from time to time without prior notice to you. Any modified Terms shall be posted on the Platform and shall indicate the "Last Updated" date at the top thereof. Any modified Terms shall become effective immediately upon posting without the need for your consent. Your continued access to, use of, or interaction with any Platform or Feature following the effective date of any modification to the Terms shall constitute your express agreement to be bound by the Terms as so modified. In the event that you do not agree to be bound by any updated Terms, you are expressly prohibited from using, accessing, or otherwise interacting with the Platform or Features. It shall be your sole responsibility to review the Terms periodically for any modifications.

4.2 Modifications to the Platform or Features

The Company reserves the right, in its sole and absolute discretion, to modify, substitute, eliminate, discontinue, restrict access to, or add to the Platform or any Feature at any time and from time to time, with or without notice to you. The Company may, at its sole and absolute discretion, from time to time and with or without prior notice to you, modify, suspend, or disable (whether temporarily or permanently) the Platform or the Features, in whole or in part, for any reason whatsoever or for no reason at all.

5.1 Representations and Warranties

As a condition precedent to accessing or using the Platform or the Features, you hereby represent, warrant, and covenant to the Company as follows:

Age and Legal Capacity. The Platform and Features are intended exclusively for Users who have attained the age of eighteen (18) years or the age of majority in their jurisdiction, whichever is greater. In the event that you are entering into these Terms on behalf of any entity, including but not limited to a corporation, partnership, limited liability company, or other legal person, you hereby represent and warrant that you possess the requisite legal authority to bind such entity to these Terms.

Compliance with Applicable Law. Your access to and use of the Platform and Features does not contravene, and shall not result in a violation of, any applicable federal, state, local, or foreign laws, statutes, regulations, ordinances, rules, orders, judgments, decrees, or other governmental requirements (collectively, "Applicable Law"). You hereby represent, warrant, and covenant that you shall comply with all Applicable Law, and you shall not use the Platform or Features if the laws of your jurisdiction prohibit you from doing so.

Sanctions and Restricted Parties. You hereby represent and warrant that you are not, and for the duration of your use of the Platform and Features shall not become: (i) the subject of economic or trade sanctions administered or enforced by any governmental authority, including without limitation the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), or otherwise designated on any list of prohibited or restricted parties, including without limitation the Specially Designated Nationals and Blocked Persons List; or (ii) in contravention of any Applicable Law pertaining to anti-money laundering, counter-terrorism financing, or economic sanctions.

5.2 Prohibited Conduct; Covenant Not to Engage in Certain Activities

You hereby agree and covenant to access, use, or otherwise interact with the Platform and Features only in an authorized, proper, and appropriate manner and in strict accordance with these Terms and all Applicable Law. You hereby covenant and agree that you shall not:

6.1 Ownership; Limited License Grant

The Company and/or its licensors own and shall retain all right, title, and interest in and to the Platform and Features, including without limitation all intellectual property rights therein, including but not limited to all patents, copyrights, trademarks, trade secrets, trade dress, and other proprietary rights, together with any related content, technology, and documentation, unless otherwise expressly indicated. Subject to your compliance with these Terms, the Company hereby grants you a personal, limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Platform and Features solely for your internal purposes. This license is granted solely to permit you to access, use, or otherwise interact with the Platform and Features in the manner contemplated herein.

You hereby acknowledge and agree that you do not acquire any ownership interest or other rights in or to the Platform or Features other than the limited license expressly granted herein.

6.2 License to User Content

By accessing or using the Platform or any Feature, you hereby grant to the Company a limited, non-exclusive, sublicensable (through multiple tiers), worldwide, royalty-free, fully paid-up, perpetual, and irrevocable license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display any content, materials, or feedback you provide to the Company or that you post on or through the Platform or any Features, solely for the Company's business purposes, including without limitation the purpose of providing, maintaining, and improving the Platform or Features.

9.1 Platform and Features; No Guarantee

By accessing the Platform or Features, you hereby acknowledge and agree that the Company cannot and does not guarantee the functionality, security, availability, or performance of the Platform or Features.

9.2 Disclaimer of Warranties

THE PLATFORM AND FEATURES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS LICENSORS, AFFILIATES, AND SERVICE PROVIDERS HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, SYSTEM INTEGRATION, ACCURACY, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANY OF ITS LICENSORS, AFFILIATES, OR SERVICE PROVIDERS MAKES ANY REPRESENTATION OR WARRANTY (i) THAT THE PLATFORM OR FEATURES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (ii) THAT THE PLATFORM OR FEATURES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (iii) THAT THE RESULTS OBTAINED FROM THE USE OF THE PLATFORM OR FEATURES WILL BE ACCURATE, RELIABLE, OR COMPLETE; OR (iv) THAT ANY ERRORS OR DEFECTS IN THE PLATFORM OR FEATURES WILL BE CORRECTED.

9.3 Limitation of Liability; Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS LICENSORS, AFFILIATES, OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PLATFORM, OR THE FEATURES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PLATFORM, OR THE FEATURES EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).

THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

10.1 Governing Law; Jurisdiction

These Terms and any action, dispute, claim, or controversy arising out of or relating hereto shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction. Except as otherwise expressly set forth in Section 10.3 hereof, the exclusive jurisdiction and venue for all disputes that you and the Company are not required to arbitrate shall be the state and federal courts located in the State of Delaware, and you and the Company each hereby irrevocably submit to the exclusive personal jurisdiction of such courts and waive any objection to jurisdiction and venue in such courts.

10.2 Mandatory Pre-Arbitration Dispute Resolution

Prior to the commencement of any legal proceeding against the Company, including without limitation any arbitration proceeding, you and the Company hereby agree to attempt to resolve any dispute, claim, or controversy by engaging in good faith negotiations. Such negotiations shall require that the aggrieved party provide written notice to the other party specifying the nature and details of the dispute (the "Dispute Notice"). The party receiving such Dispute Notice shall have twenty (20) calendar days to respond in writing, and within forty-five (45) calendar days after the Dispute Notice was transmitted, the parties shall meet and confer in good faith in an attempt to resolve the dispute. In the event that the parties are unable to resolve the dispute within ninety (90) calendar days of the Dispute Notice, either party may proceed to arbitration in accordance with the provisions set forth herein.

10.3 Binding Arbitration

ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR THE FEATURES, OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY HEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION IN THE STATE OF DELAWARE BEFORE A SINGLE ARBITRATOR. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction thereof. This arbitration provision shall not preclude either party from seeking provisional or injunctive relief from a court of competent jurisdiction in aid of arbitration.

BY AGREEING TO THESE TERMS, YOU AND THE COMPANY EACH HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR CLASS ARBITRATION.

10.4 Class Action Waiver; Waiver of Representative Claims

Any arbitration or legal proceeding under these Terms shall be conducted on an individual basis only. Class arbitrations, class actions, and representative or collective actions or proceedings are expressly prohibited. To the fullest extent permitted by Applicable Law, you hereby agree that any proceeding to resolve any dispute, claim, or controversy shall be brought and conducted solely in your individual capacity and not as a plaintiff, claimant, or class member in any purported class, collective, consolidated, multi-plaintiff, or representative action or proceeding. The arbitrator shall have no authority to consolidate claims, arbitrate on a class-wide or representative basis, or award relief to any person or entity other than the individual party to the arbitration.

11.1 Entire Agreement; Integration

These Terms, including any policies, schedules, exhibits, and addenda that expressly incorporate these Terms by reference, constitute the entire agreement between you and the Company with respect to the subject matter hereof and supersede all prior and contemporaneous negotiations, representations, understandings, agreements, and communications between the parties, whether written or oral, with respect to such subject matter.

11.2 No Agency; No Assignment

Nothing contained in these Terms shall be construed to create any agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship between you and the Company. Neither party shall have the authority to bind the other party or to incur any obligation on behalf of the other party. You shall not assign, transfer, delegate, or sublicense any of your rights or obligations under these Terms without the prior written consent of the Company, and any attempted assignment, transfer, delegation, or sublicense in violation of this provision shall be null and void and of no force or effect. The Company may freely assign, transfer, or delegate these Terms, in whole or in part, without restriction and without notice to you. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

11.3 No Waiver

The failure or delay of the Company to exercise or enforce any right, power, privilege, or remedy under these Terms shall not operate as a waiver thereof, nor shall any single or partial exercise of any right, power, privilege, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, privilege, or remedy. All waivers by the Company must be in writing and signed by an authorized representative of the Company to be effective.

11.4 Severability

In the event that any provision of these Terms is held to be invalid, illegal, void, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to render it valid and enforceable while preserving the parties' original intent, or if such modification is not possible, such provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect and shall be construed so as to give maximum effect to the parties' intent.

11.5 Cumulative Remedies

All rights and remedies of the Company set forth in these Terms are cumulative and in addition to, and not in lieu of, any other rights or remedies available to the Company under these Terms, at law, in equity, or otherwise. The exercise of any right or remedy by the Company shall not preclude or waive the exercise of any other right or remedy.

11.6 Survival

All provisions of these Terms that by their nature should survive termination or expiration shall so survive, including, without limitation, Sections 5, 6, 7, 8, 9, 10, and 11.