SpiralShare.com Terms of Use

Updated as of February 9, 2018

Welcome to SpiralShare.com (the “Website”), operated by Guide to the Soul, LLC. (“we,” “us,” or “our”). BY REGISTERING FOR, VISITING OR USING ANY PART OF THE WEBSITE, THE SPIRALSHARE™ APPLICATION DESIGNED TO BE USED ON YOUR COMPUTER AND/OR MOBILE DEVICE (THE “LICENSED APPLICATION”), OR ANY OF OUR SPIRALSHARE SERVICES, FEATURES, CONTENT OR OTHER APPLICATIONS (COLLECTIVELY, THE “SERVICES”) IN ANY MANNER YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF THESE TERMS OF USE (THESE “TERMS OF USE”) AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES THAT MAY BE PUBLISHED BY US FROM TIME TO TIME ON THE SERVICES, EACH OF WHICH IS INCORPORATED HEREIN BY THIS REFERENCE.

We reserve the right to modify or replace these Terms of Use and/or to change, suspend or discontinue the Services at any time in our sole discretion. We may also impose limits on certain features and Services or restrict your access to parts or all of the Services without notice or liability. We may provide notice of changes to these Terms of Use or other matters by posting updated text on this Website or through the Services or other appropriate means of electronic communication, and your continued use of the Services following the posting of any change or modification to these Terms of Use will constitute your acceptance of the modified Terms of Use, and your use will be subject to the Terms of Use in effect at the time of your use. It is your responsibility to review these Terms of Use periodically for changes.

The Services allows people crowdshare marketing messages together at the same time. This is a Service where certain users can create messages and invite others to support that specific message (“join” or “support” that SpiralShare campaign). The way you support a message is to grant the Service access to your Facebook®, Twitter®, LinkedIn® or GooglePlus® account to post that message on your behalf as a status update in your timeline or as a Tweet, as applicable. We do this through a standard API request through such service. The Services though user interaction posts (if you utilized Facebook, Google Plus or LinkedIn) and/or Tweet (if you supported via Twitter) that message on behalf of every user who supported the message.

When you join a SpiralShare, your username and profile picture from the third party service you joined through may appear on this Website (or otherwise through the Services) indicating that you are a supporter of that message. Also, after you join a SpiralShare campaign, you have the option of sharing that you support that message via Twitter, LinkedIn, Google Plus and/or Facebook. You do this by granting the Services access to your Twitter, LinkedIn, Google Plus and/or Facebook accounts through standard Twitter, LinkedIn, Google Plus and/or Facebook APIs.

PAID SUBSCRIPTION SERVICES

Our Services are subject to auto-billed subscription payments, either monthly or annually per your subscription plan (the “Paid Services”). Upon sign-up, you authorize us to auto-bill your credit card on file with us per your Paid Service subscription plan upon the annual or monthly anniversary of the start of your subscription.

Please see our subscription pricing plans at https://www.spiralshare.com/pricing.cfm for a description of the current subscription plans and prices. Please note that any payment terms presented to you in the process of using or signing up for a paid subscription are deemed part of these Terms of Use.

We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms of Use. We are not responsible for error by the Payment Processor. By choosing to sign up for Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY.

If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

CANCELING YOUR SUBSCRIPTION

You may cancel your subscription at any time via the Billing tab in your account. If applicable, you may be prorated any remaining funds paid based upon the time used in your subscription. The refund process from our payment processor takes eight (8) to ten (10) business days on average.

LIMITED LICENSE

We grant you a limited non-exclusive, non-sublicensable, and non-transferable license to access and make personal use of the Services (i.e. to create, join or support a SpiralShare campaign), subject to and conditioned upon your compliance with all of the terms and conditions of these Terms of Use. This license does not include: any right to use, modify, distribute or store any content other than for the foregoing purposes; any right to resell or use the Services or the contents of any part of the Services for commercial purposes; any derivative use of the Services and/or its respective contents; any downloading or copying of account information for the benefit of a third party not authorized by us; or any use of data mining, robots, or similar data gathering, automatic processing and extraction services. The Services and/or any portion thereof may not be reproduced, duplicated, copied, sold, resold, licensed, rented, visited, or otherwise exploited for any commercial purpose without our express written consent in advance.

The Licensed Application is intended for download to and use on your computer or mobile device. You understand and agree that the Licensed Application and other Services are licensed, not sold, to you for use only as outlined in these Terms of Use. We reserve all rights not expressly granted to you. The license to the Licensed Application set forth above is further limited to a non-transferable license to use the Licensed Application on the computer or mobile device that you own or control. This license does not allow you to use the Licensed Application on a computer or mobile device that you do not own or control, and you may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute, or sublicense the Licensed Application or Services. You may not directly or indirectly copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, Services, any updates, or any part thereof. You acknowledge that we have no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application or Services.

The license is effective until terminated by you or us. Your rights under these Terms of Use will terminate automatically without notice from us if you fail to comply with any provision of these Terms of Use and as otherwise set forth in these Terms of Use. Upon termination of these Terms of Use, you shall cease all use of the Licensed Application and other Services, and destroy all copies, full or partial, of the Licensed Application and any other Services or Content in your possession.

You agree that the Services may contain proprietary content, information, and material that is protected by applicable intellectual property and other laws, including, but not limited to, copyright, and that you will not use such proprietary content, information, or materials in any way whatsoever except for permitted use of the Services as described in these Terms of Use.

We reserve the right at any time, and from time to time, to interrupt, restrict (without cause and without notice to you), modify or discontinue, temporarily or permanently, the Services (or any part thereof, including, but not limited to, each a SpiralShare campaign) with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension, or discontinuance of any a SpiralShare campaign or other Services.

You may view the Services and Content (as defined in the following section) on the Services without registering, but as a condition of using certain features of the Services, you may be required to link your Third Party Account (as defined below). You agree to provide, maintain, and update true, accurate, current, and complete information about yourself on the Services. You may not impersonate any person or entity or misrepresent your identity or affiliation with any person or entity, including using another person's username, password, or other account information. You represent and warrant that you are at least thirteen (13) years of age; if you are under thirteen (13), you may not under any circumstances for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change eligibility criteria at any time.

You are entirely responsible for all activity made by you or anyone that uses your account. If you believe that your account has been compromised, you must immediately contact us via email or U.S. mail at the address specified at the end of these Terms of Use. You agree to indemnify and hold us harmless for losses incurred by us or another party due to someone else using your account.

REGISTRATION – THIRD PARTY SERVICES AND LINKS

Currently, the Services are only available for use in connection with the Facebook® service offered by Facebook Inc., the LinkedIn® serviced offered by LinkedIn, Inc., the GooglePlus® serviced offered by Google, Inc., or the Twitter® service offered by Twitter, Inc. and requires you to have at an account for at least one of these services (“Third Party Account”). By supporting a SpiralShare campaign via Facebook, you grant us the right to use, reproduce, modify, display and distribute for purposes of displaying your Facebook username, Facebook profile picture, and any modifications or changes you make to the message on or through the Services and Facebook to indicate you have joined, supported or your other affiliation with that campaign. By supporting a SpiralShare campaign via LinkedIn, you grant us the right to use, reproduce, modify, display and distribute for purposes of displaying your LinkedIn name, LinkedIn profile picture, and any modifications or changes you make to the message on and/or through the Services and LinkedIn to indicate you have joined, supported or your other affiliation with that campaign. By supporting a SpiralShare campaign via GooglePlus, you grant us the right to use, reproduce, modify, display and distribute for purposes of displaying your GooglePlus name, GooglePlus profile picture, and any modifications or changes you make to the message on and/or through the Services and GooglePlus to indicate you have joined, supported or your other affiliation with that campaign. By supporting a SpiralShare campaign via Twitter, you grant us the right to use, reproduce, modify, display and distribute for purposes of displaying your Twitter username, Twitter picture, follower count and any modifications or changes you make to the message on and/or through the Services and Twitter to indicate you have joined, supported or your other affiliation with that campaign.

You agree that you will comply with the terms and conditions set forth by Facebook Inc., Tumblr, Inc. and Twitter, Inc. for using the Facebook, Google, LinkedIn and Twitter services, respectively, and you acknowledge and agree that we will have no responsibility whatsoever with respect to your use thereof. We, and our Services, the Website, and the Licensed Application, are not affiliated with Facebook, Facebook Inc., Google, Inc., LinkedIn, Inc., Twitter, or Twitter, Inc. in any manner, and we will have no responsibility whatsoever for the actions, omissions or policies of Facebook Inc., Google, Inc., LinkedIn, Inc. or Twitter, Inc. The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

CONTENT POSTED OR SUBMITTED BY YOU

Certain features of the Services may allow you to post information, text, photographs, videos, audio clips, comments, links, graphics, or other materials, or a combination of any or all of the aforementioned (collectively "Content"). All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively “User Content”) is the sole responsibility of the person who originated such User Content. You may only post Content that you created or which the owner of the Content has given you permission to post. If Content depicts or mentions any person other than yourself, you must have permission from that person and, if that person is a minor, permission from that person's parent or legal guardian, before you post the Content. You may be required to provide proof of such permission to us.

You may not post or distribute Content that is illegal or that violates these Terms of Use. By submitting, distributing or posting Content to or through the Services, you grant us the irrevocable, perpetual, worldwide, transferable, sublicensable, fully paid and royalty-free right and license to use, reproduce, display, perform, distribute, adapt, and promote (and truncate, aggregate, modify and prepare derivative works thereof in connection with such purposes) this Content in any in connection with the Services and the promotion and distribution thereof, in any media format and through any media channel (including, but not limited to, third party websites and feeds), and including after termination of your account or the Services. The foregoing license includes, for example, the right for us to highlight SpiralShare campaigns in case studies on dedicated pages of the Website, the Licensed Application, or in our printed marketing materials. You also hereby do and shall grant each user of the Services a non-exclusive, perpetual license to access your Content through the Services, and to join, support, use, reproduce, distribute, modify and prepare derivative works of (as permitted through the functionality of the Services), display and perform such Content, including after your termination of your account or the Services. You acknowledge and agree that we do not have control over changes made to SpiralShare outside of the Website or the Licensed Application by users joining or supporting that SpiralShare (i.e. on third party websites). For clarity, the foregoing license grants to us and our users does not affect your other ownership or license rights in your Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You also represent and warrant that (a) you own all the rights to the Content or are authorized to use and distribute the Content to us and other users and to grant the licenses set forth above, (b) the Content and exercise of the licensed rights does not and will not violate or infringe any copyright, trademark, right of publicity, right of privacy, contractual rights, or any other intellectual property, proprietary or other third-party right or violate any law, rule or regulation, (c) all User Content provided by you is accurate, complete, up-to-date, and not misleading.

Once you submit or post Content to the Services, we do not need to give you any further right to inspect or approve any use of such Content or to compensate you for any such use. We own all right, title, and interest in any compilation, collective work, or other derivative work created by us using or incorporating Content posted to the Services.

You are solely responsible for anything you may post on the Services and the consequences of posting anything on the Services. All information, ideas, suggestions, and other communications you submit to us, including, but not limited to, Content posted on the Services and communications sent via e-mail, will be on a non-confidential basis. We will be free to reproduce, use, disclose, and distribute such communications without limitation or obligation.

CONTENT POSTED BY OTHERS

We are not responsible for, and do not endorse, Content or any information, opinion, recommendation, or advice expressed by a third party in any posting made by another user on the Services. Under no circumstances shall we be held liable, directly or indirectly, for any loss or damage caused or alleged to have been caused to you in connection with any Content or any information, opinion, recommendation, or advice expressed by a third party on the Services. If you become aware of misuse of the Services by any person, please contact us via email or U.S. mail at the address specified at the end of these Terms of Use. If you feel threatened or believe someone else is in danger, you should contact your local law enforcement agency immediately.

ACTIVITIES PROHIBITED ON THE WEBSITE

In addition to the other restrictions in these Terms of Use, the following is a partial list of the kinds of conduct that are illegal or prohibited on the Services, or through the Licensed Application or other services. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, engages in any prohibited activity. As a condition to using the Services, you promise not to use the Services, or permit any third party to use the Services, for any purpose that is prohibited by these Terms of Use. Prohibited activities include - but are not limited to - the following:

  • Using the Website for any purpose in violation of local, state, or federal laws or regulations;
  • Using the Website for unsolicited or unauthorized advertising or promotional material, spam, or chain letters;
  • Posting Content that infringes the intellectual property rights, privacy rights, publicity rights, trade secret rights, or any other rights of any party;
  • Posting Content that is unlawful, obscene, defamatory, threatening, harassing, abusive, slanderous, hateful, embarrassing, or offensive to any other person or entity as determined by us in our sole discretion or pursuant to local community standards;
  • Posting Content that constitutes cyber-bullying, as we determine in our sole discretion;
  • Posting Content that depicts any dangerous, life-threatening, or otherwise risky behavior;
  • Posting telephone numbers, street addresses, or last names of any person;
  • Posting URLs to external websites or any form of HTML or programming code;
  • Posting anything that may be "spam," as we determine in our sole discretion;
  • Impersonating another person when posting Content or otherwise using the Website, Licensed Application, or other services in a manner that may be misleading or confusing to others;
  • Harvesting or otherwise collecting information about others, including, but not limited to, e-mail addresses, without their consent;
  • Allowing any other person or entity to use your identification for posting or viewing comments;
  • Harassing, threatening, stalking, or abusing any person;
  • Engaging in any other conduct: that restricts or inhibits any other person from using or enjoying the Website, Licensed Application or other service; that is not aligned with the intent, mission or principles of the Website or Licensed Application; that is in violation of these Terms of Use or the spirit thereof; that would hijack or otherwise interfere with the intent and purposes of a SpiralShare campaign; that would cause us to violate our agreements with or obligations to third parties; or that, in our sole discretion, exposes us or any of our customers, suppliers, or any other parties to any liability or detriment of any type; or Encouraging other people to engage in any prohibited activities as described herein. You shall not:
    1. take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure;
    2. interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services;
    3. bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services);
    4. run any form of auto-responder or “spam” on the Services;
    5. use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Website;
    6. harvest or scrape any Content from the Services;
    7. otherwise take any action in violation of our guidelines and policies.
  • We reserve the right, in our sole discretion, but are not obligated, to do any or all of the following:
    • Investigate an allegation that any Content posted on the Website or through the Licensed Application does not conform to these Terms of Use and determine in our sole discretion to remove, block, or request the removal of the Content;
    • Remove or block Content that is abusive, illegal, or disruptive, or that otherwise fails to conform with these Terms of Use;
    • Terminate or suspend a user's access to the Services, Licensed Application and/or other Services at any time, with or without cause or notice (including, but not limited to, upon any breach or alleged breach of these Terms of Use or misuse of the Services, Licensed Application or services, as determined by us in our sole discretion (including, but not limited to, any of the prohibited activities referenced above)), which may result in the forfeiture and destruction of all information associated with your account;
    • Monitor, edit, or disclose any Content on the Services;
    • Edit or delete any Content posted on the Services, regardless of whether such Content violates these standards;
    • Access, read, preserve and disclose any information as we reasonably believe is necessary in connection with the foregoing and/or to (i) comply with any applicable law, regulation, proceeding or government request, (ii) enforce these Terms of Use, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, and/or (v) protect the property, rights, or safety of us, our users and the public.

All content included or available on or through the Services and in the Licensed Application, including, but not limited to, the site design, text, graphics, interfaces, and the selection and arrangements thereof is protected by copyright or other intellectual property and proprietary rights and laws and is owned or controlled by us or our licensors (unless noted otherwise). We and/or our licensors retain all right, title, and interest in and to all patent rights, trademarks, inventions, copyrights, know-how, trade secrets, and all other intellectual property rights relating to the Services and the Licensed Application and our Content.

Additionally, SpiralShare™ and all other trademarks, logos, and service marks displayed on the Services are registered and unregistered trademarks of ours and/or third parties (collectively, the "Trademarks"). You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify these Trademarks in any way. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.

We will aggressively enforce our intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution. We neither warrant nor represent that your use of materials displayed on the Services will not infringe rights of third parties not owned by or affiliated with us. Use of any materials on the Services is at your own risk.

Except as expressly provided in the "Limited License" section above, your use of and access to the Services does not grant you any license or right to use any of our Trademarks, trade names, copyrights, or other intellectual property.

Facebook® and the Facebook logos are trademarks or service marks of Facebook Inc. registered in the U.S. and other countries, and are in no way affiliated with us. LinkedIn® and the LinkedIn logos are trademarks or service marks of LinkedIn, Inc. registered in the U.S. and other countries, and are in no way affiliated with us. Google® and the GooglePlus logos are trademarks or service marks of Google, Inc. registered in the U.S. and other countries, and are in no way affiliated with us. Twitter® and the Twitter logos are trademarks or service marks of Twitter, Inc. registered in the U.S. and other countries, and are in no way affiliated with us.

DMCA COPYRIGHT POLICY

If you believe any Content on the Services infringes a copyright, you may request removal of such Content (or access thereto) from the Services by contacting our Copyright Agent (designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. §512(c)(2)) at the address set forth below and providing the following information:

  • Your name, address, telephone number, and e-mail address.
  • Identification of the copyrighted work that you believe to be infringed. Please describe the work and, where possible, include a copy or the location (e.g., URL) of an authorized version of the work.
  • Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
  • A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
  • A statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorized to act on the copyright owner's behalf.
  • A signature or the electronic equivalent from the copyright holder or authorized representative.

Our copyright agent for notice of claims of copyright infringement can be reached as follows:

In an effort to protect the rights of copyright owners, it is our policy to terminate the account or accounts of suspected infringers on the Services in appropriate circumstances and at our sole discretion.

INDEMNIFICATION AND WARRANTY DISCLAIMERS

You agree to indemnify and hold harmless us and our affiliates and each of our and their respective representatives, agents, related entities, employees, contractors, directors, and suppliers from any claim, liability, loss, expense, judgment, settlement, or demand, including, but not limited to, reasonable attorneys' fees, incurred due to, arising out of or relating to your Content, your use of or access to the Services and/or Content, your User Content, your violation of these Terms of Use, or your violation of any rights of another person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnifications by you, in which event you shall assist and cooperate with us in asserting any available defenses.

We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding: (i) which users gain access to the Services; (ii) what Content you access via the Services; or (iii) how you may interpret or use the Content. You release us from all liability for you having acquired or not acquired Content through the Services.

YOUR USE OF THE SERVICES AND THE LICENSED APPLICATION IS AT YOUR SOLE RISK. THE SERVICES AND THE LICENSED APPLICATION IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WE DO NOT WARRANT THAT THE SERVICES AND/ OR OUR SERVERS, OR COMMUNICATIONS SENT FROM US OR THROUGH THE SERVICES, OR THE LICENSED APPLICATION ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE (ON BEHALF OF OURSELVES AND OUR LICENSORS) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE MAKE NO WARRANTY THAT (A) THE SERVICES OR THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES, THE SERVERS THAT MAKE THE SERVICES AVAILABLE, OR THE LICENSED APPLICATION WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR THE LICENSED APPLICATION, (D) THE ACCURACY, LEGALITY OR QUALITY OF ANY SERVICES, INFORMATION, CONTENT, OR OTHER MATERIAL ACCESSED, PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES, AND/OR (E) ANY DEFECTS OR ERRORS OF THE SERVICES OR THE LICENSED APPLICATION WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES OR THE LICENSED APPLICATION IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM 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 FROM THE SERVICES OR THE LICENSED APPLICATION SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.

ARBITRATION CLAUSE AND CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS.

YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF USE, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION'S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY.

DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. As an alternative, you may bring your claim in your local "small claims" court, if permitted by that small claims court's rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this paragraph will be null and void. This arbitration agreement will survive the termination of your relationship with us.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR DIRECTORS, OFFICERS, EMPLOYEES, RELATED ENTITIES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, AND LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER ANY NEGLIGENCE, TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR: (I) ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, AND CONSEQUENTIAL DAMAGES ARISING FROM THESE TERMS OF USE OR YOUR USE OF THE SERVICES AND/OR THE APPLICATION OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES AND/OR THE LICENSED APPLICATION, OR THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, (II) LIABILITY THAT EXCEEDS IN THE AGGREGATE THE GREATER OF THE FEES PAID TO US BY YOU FOR THE SERVICES DURING THE IMMEDIATELY PRIOR THREE MONTHS OR $100, (III) DATA LOSS OR LOSS OF BUSINESS, GOODWILL, OR PROFITS, (IV) COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, TECHNOLOGY OR RIGHTS, OR (V) ANY MATTERS BEYOND OUR REASONABLE CONTROL; IN EACH CASE, EVEN IF ADVISED OF THEIR POSSIBILITY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THE LIMITATIONS ABOVE MAY NOT APPLY TO YOU.

MISCELLANEOUS

These Terms of Use constitute the entire agreement between you and us and govern your use of the Services and the Licensed Application, superseding any prior agreements between you and us. A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Your acceptance of these Terms of Use and use of the Services and/or the Licensed Application do not create a joint venture, partnership, employment, or agency relationship between you and us and you have no authority to bind us in any respect. You may not assign, delegate or transfer your rights or obligations under these Terms of Use and any such prohibited assignment transfer shall be null and void. We may freely assign, delegate and transfer the Terms of Use and any of our rights and obligations. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. Except as otherwise expressly set forth in these Terms of Use, these Terms of Use and the relationship between you and us shall be governed by the laws of the State of New York without regard to its conflict of law provisions or the United Nations Convention on Contracts for the International Sale of Goods. Our failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Use remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services, the Licensed Application, or these Terms of Use will be forever barred if not filed within one (1) year after such claim or cause of action arose. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, licenses of user Content, ownership provisions, warranty disclaimers, indemnity provisions, limitations of liability, and the dispute resolution provisions.

INTERNATIONAL USERS

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States and/or the country in which you reside. You are solely responsible for ensuring that these Terms of Use are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Use or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

QUESTIONS

If you have any questions or concerns regarding our Terms of Use, this Website, or the Licensed Application, please visit our knowledge base or submit a question through our contact page.