Effective Date: [2025-10-18] Last Updated: [2025-10-18]
These terms govern your access to and use of the Service. Please read these terms carefully as they contain important information regarding your legal rights. Accessing and/or using the Service constitutes your agreement to these terms. If you do not understand or do not agree to these terms, please do not use the Service.
For the purposes of these Terms, "You" and "Your" refer to you as the user of the Service. If you use the Service on behalf of a company or other entity, then "You" includes you and that entity, and you represent and warrant that: (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms; and (b) you agree to these Terms on the entity's behalf.
Section 10 contains an arbitration agreement and class action waiver. By agreeing to these Terms, you agree to (A) resolve all disputes relating to the Company's services and/or products (with limited exceptions) through binding individual arbitration, meaning you waive any right to have those disputes decided by a judge or jury; and (B) waive your right to participate in class actions, class arbitrations, or representative actions, as described below. You have the right to opt-out of the arbitration agreement and class action waiver, as detailed in Section 10.
You must be at least thirteen (13) years old to use the Service. Minors under the age of thirteen (13) who have not reached the age of majority in their jurisdiction may only use the Service if their parent or guardian has accepted these Terms on their behalf prior to using the Service. Children under the age of thirteen (13) may not use the Service. By using the Service, you represent and warrant that you meet these requirements.
As part of your use of the Service, you may input, post, upload, and submit information to the Service ("User Input"), and you may instruct the Service to generate and output new content based on your User Input ("User Output"). We do not claim any ownership over your User Input or User Output, nor do we restrict your use of User Output for your personal purposes (including commercial purposes). As between us and you, if we obtain any rights to any User Output, we hereby assign to you all rights, title, and interest in and to such User Output. However, you acknowledge that, due to the nature of generative AI tools, your User Output may not be unique, and other users of the Service may create User Output that is similar or identical to yours because the same or similar User Input was provided. Your User Input, User Output, and any other information, materials, or content you post, upload, submit, or provide through the Service, such as your account name, account picture, and comments, are collectively referred to herein as "Your Content." You are responsible for Your Content, including taking all necessary steps to ensure it does not violate any laws or third-party rights or these Terms.
To use certain Services, you need to create an account or link another account, such as your Apple, Facebook, or Google account ("Account"). You agree to provide us with accurate, complete, and up-to-date information for your Account. You can access, edit, and update your Account via the profile page on the website or application. You are fully responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you regarding your Account. If you know or have any reason to suspect that your Account or password has been misappropriated, misused, or otherwise compromised, or that your Account has been actually or suspectedly used without authorization, you must immediately notify us via [email protected]. You agree that you will not create any Account if we have previously removed your Account or prohibited you from using any of our Services, unless we provide written consent otherwise.
If you purchase or subscribe to any of our paid Services, you agree to pay us the applicable fees and taxes in U.S. Dollars or another currency we specify. Failure to pay these fees and taxes will result in your inability to access the paid Services. You agree that: (A) if you purchase a recurring subscription for any Service, we may store your payment method (e.g., credit card) and continue billing you to avoid interruption of such Services; (B) we may calculate taxes payable by you based on the billing information you provide to us at the time of purchase. We reserve the right to change subscription plans or adjust pricing for the Services at any time in any manner at our sole discretion. Except as otherwise provided in these Terms, any price changes or changes to your subscription plan will take effect following reasonable notice to you. All subscriptions shall be paid for according to the payment terms in effect at the time the subscription becomes due. You may pay by credit card, debit card, or other payment methods we provide, and you authorize us to charge the full purchase amount to your payment method. You acknowledge and agree that all payment information you provide is accurate, current, and complete. You represent and warrant that you have the legal right to use the payment method you provide to us or our payment processors, including any credit card you provide when completing a transaction. Subscriptions will not be processed until full payment is received, and any freeze on your Account by any other payment processor is at your own risk.
If you, as a subscriber to any of our paid Services, upgrade to a higher level of paid service ("Upgrade Level") before the end of your current subscription period, you authorize us to charge you the difference between the fees and taxes associated with the lower-level paid service and the Upgrade Level for the remaining period of your current subscription.
You agree that if you purchase a subscription, your subscription will automatically renew at the frequency specified on the subscription page (or monthly if not specified) at the then-current rate, and your payment method will be automatically charged the applicable fees and taxes at the beginning of each new subscription period. To avoid future subscription charges, you must cancel your subscription by going to the billing management page on the website or application and clicking "Cancel Subscription" at least five (5) days before the subscription renewal date.
Unless otherwise expressly provided in these Terms, payments for any Service subscription are non-refundable, and no credits are provided for unused periods. However, after you cancel your subscription, you will continue to have access to the paid Service until the end of the paid subscription period. Notwithstanding the foregoing, if the Company suspends, removes, or terminates your Account or the Service due to your breach or suspected breach of these Terms, your access to the paid Service will terminate immediately, and you will not be entitled to any refund, regardless of whether you have paid for the then-current subscription period.
We may allow you to earn specific rewards through certain interactions or promotional activities with our Service, which will be offered through our affiliate program, details of which can be found here and in other documentation about the affiliate program on the website or application ("Affiliate Program"). To participate in the Affiliate Program, you must be at least eighteen (18) years old and a content creator, and you must submit an application via the website or application. After you submit your application and we review it, if you are approved to join the Affiliate Program, you will receive an email. We always have the final discretion to accept or reject your application to the Affiliate Program.
If you have been accepted into the Affiliate Program, you will receive a personalized link that you can use to refer others to use the Service. To earn rewards through the Affiliate Program, an individual who has never deleted their Account must log in or create an account using your personalized link (such individual referred to as a "Referred User"), and then make a Qualifying Purchase (such individual referred to as a "Referred User"). For clarity, a Referred User does not include any user who has previously deleted their Account. A "Qualifying Purchase" means the purchase of a paid subscription to use the Service, which purchase is the user's first purchase of a paid subscription to use the Service, the subscription has not been canceled or refunded, and the subscription purchase complies with these Terms.
For each Referred User who completes a Qualifying Purchase, you will be entitled to a certain reward. For more information about rewards, please refer to the information and documentation about the Affiliate Program provided on the website or application. You agree and acknowledge that you will not attempt to earn rewards through fraudulent, deceptive, artificial, or illegal means, including creating multiple accounts, using bots or spam, posting your personalized link on coupon websites, offering compensation for using your personalized link, engaging in any other paid promotional channels, or having others do any of the above on your behalf. We reserve the right to terminate or withhold rewards for any reason or no reason at our sole discretion. We may also, at our discretion, change the rewards you receive as part of the Affiliate Program or terminate the Affiliate Program entirely.
In order to operate the Service, we must obtain certain license rights from you to Your Content to ensure that actions we take in operating the Service are not considered illegal. Therefore, by using the Service and uploading Your Content, you grant us a license to access, use, host, cache, store, copy, transmit, display, publish, distribute, and modify (for technical purposes, e.g., to ensure content is viewable on smartphones as well as computers and other devices) Your Content, but only to the extent necessary to operate, improve, promote, and provide the Service. You agree that these rights and licenses are royalty-free, transferable, sublicensable, worldwide, and irrevocable (for as long as Your Content is stored with us), and include our right to make Your Content available to others who have contractual relationships with us related to the provision of the Service and to assign these rights to them, but only for the purpose of providing such services, and to allow third parties to access or disclose Your Content if we deem such access necessary to fulfill our legal obligations.
As part of the Service, users may remix or regenerate User Output from others besides private content ("Remixed User Output"). As part of the license grant in Section 4.1 above, you agree that other users of the Service have the right to use, copy, modify, comment on, and/or tag Your Content, and/or use, post, display, modify, or incorporate copies of Your Content as part of their own use of the Service (including creating Remixed User Output based on your original User Output); provided, however, that if we provide you with functionality that allows you to post Your Content privately for non-public display or remixing on the Service ("Private Content"), the foregoing grant of rights to other users does not apply to such Private Content, unless you choose to post or regenerate such Private Content in public sections of the Service. To the maximum extent permitted by applicable law, the Company reserves the right, at its absolute discretion, to remove, block, edit, or delete any of Your Content at any time, with or without prior notice, for any reason, including if the Company determines (whether through the use of automated detection software or otherwise) that you have violated these Terms, regardless of whether you have subscribed to a paid Service. By posting or submitting Your Content through the Service, you represent and warrant that you have all rights, licenses, consents, permissions, power, and/or authority necessary to grant the rights to Your Content granted in these Terms. You agree that Your Content will not contain material subject to copyright or other proprietary rights unless you have the necessary permission or other legal right to post the material and grant us the license above. We do not claim any ownership over any of Your Content, and you should carefully consider whether any User Output provided on the Service should be used for commercial purposes and what licenses you may need to obtain from third parties to do so. We expressly disclaim any liability arising from your use of any User Output for commercial purposes.
If you believe that any text, graphics, photos, audio, video, or other materials or works uploaded, downloaded, or appearing on the Service have been copied in a way that constitutes copyright infringement, you may submit a notification to our Copyright Agent pursuant to the Digital Millennium Copyright Act ("DMCA"), 17 USC §512(C), by providing the following information in writing:
(A) Identification of the copyrighted work claimed to have been infringed; (B) Identification of the allegedly infringing material that is requested to be removed, including a description of its location on the Service; (C) Information for our Copyright Agent to contact you, such as address, telephone number, and email address; (D) A statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owner, its agent, or the law; (E) A statement that the information above is accurate, and that you are the copyright owner or an authorized person acting on behalf of the copyright owner, under penalty of perjury; and (F) The physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or exclusive right that is allegedly infringed.
You acknowledge and agree that we do not monitor or review all content you upload or post to the Service. However, we may use certain technologies or third-party service providers to screen Your Content and remove any content that is illegal, defamatory, obscene, or violates the usage restrictions described in Section 6.2. If you submit a copyright infringement claim to us under this Section 4.3, we are only responsible for removing the infringing content specified in the claim.
A user of the Service who uploads or posts materials deemed infringing as described above may submit a counter-notice pursuant to Sections 512(g)(2) and (3) of the DMCA. Upon receipt of a counter-notice, we may, at our discretion, restore the relevant post or material. To submit a counter-notice to us, you must provide a written communication (fax, regular mail, or email) that sets forth the items required by DMCA Sections 512(g)(2) and (3). Please note that you will be liable for damages if you materially misrepresent that content or activity does not infringe the copyrights of others.
Our Privacy Policy describes how we handle the information you provide to us when you use the Service.
If any software, content, or other materials owned or controlled by us are distributed to you as part of your use of the Service, we hereby grant you a personal, non-transferable, non-sublicensable, non-assignable, revocable, non-exclusive right and license to access and display such software, content, and materials as part of the Service provided to you (and the right to download a single copy of the application onto your applicable device or apparatus), in each case, solely for the purpose of enabling you to use the Service as permitted by these Terms. Your access to and use of the Service may be interrupted from time to time for various reasons, including, without limitation, device malfunctions, periodic updates, maintenance, or repair of the Service, or other actions that the Company may take in its sole discretion. For the avoidance of doubt, Your Content is not part of the "Service" as defined in these Terms.
You shall not do any of the following in using the Service, unless applicable laws or regulations prohibit these restrictions or you have our written permission:
(A) Download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or sell any proprietary know-how that constitutes or is contained within the Service, except: (i) you may create and store temporary files automatically cached by your web browser for display purposes, (ii) as otherwise expressly permitted by these Terms, and (iii) for clarity, the foregoing restrictions do not apply to Your Content; (B) Use User Input or User Output to develop any product, service, or technology that competes with the Company or the Service; (C) Submit, transmit, display, perform, post, or store any inaccurate, illegal, unlawful (including, without limitation, uploading copyrighted images to the Service without the copyright owner's consent), defamatory, unethical, obscene, indecent, lewd, excessively violent, pornographic, privacy-invasive or publicity-rights infringing (including, without limitation, uploading personal images to the Service without the individual's consent), harassing, threatening, abusive, incendiary, harmful, hateful, cruel, or insensitive, deceptive, or otherwise offensive content (collectively and individually, "Objectionable"); (D) Use the Service for bullying, disruptive, or offensive purposes, or for political campaigning or lobbying purposes; or use the Service in a manner that is fraudulent, incites, organizes, facilitates, or assists violent or criminal or harmful activities, or in an Objectionable manner; (E) Construct, copy, or develop an interface to access the Service without directly accessing the website or application (e.g., via an API), unless we explicitly provide you with such functionality; (F) Copy, decompile, reverse engineer, disassemble, or decode the Service (including any underlying ideas or algorithms), or attempt to do any of the same; (G) Use, copy, or remove any copyright, trademark, service mark, trade name, slogan, logo, image, graphic, design, business symbol, or other proprietary mark displayed on or through the Service; provided, however, for clarity, the foregoing does not include Your Content; (H) Use cheat software, automation software (bots), hack software, modification software (mods), or any other unauthorized third-party software to modify the Service; (I) Access or use the Service in any manner that could disable, overburden, damage, disrupt, or impair the Service or interfere with any other party's access to or use of the Service, or use any device, software, or program that causes the same; (J) Attempt to gain unauthorized access to, interfere with, damage, or destroy the Service, accounts registered to other users, or computer systems or networks connected to the Service; (K) Circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protection of the Service; (L) Use any robot, spider, crawler, scraper, or other automated device, process, software, or queries to intercept, "mine," scrape, extract, or otherwise access the Service to monitor, extract, copy, or collect information or data from or through the Service, or engage in any manual process to do the same; (M) Introduce any viruses, Trojan horses, worms, logic bombs, or other malicious or technologically harmful material into our systems; (N) Violate any applicable law or regulation in connection with your access to or use of the Service; (O) Access or use the Service in any way not expressly permitted by these Terms; or (P) Use or distribute User Output in a misleading manner, such as claiming that User Output is entirely human-generated or that User Output depicts real photographs of actual events. Additionally, if you distribute your User Output to others, we recommend that you proactively disclose that the User Output was created using AI technology to avoid misleading others about its origin.
You are responsible for providing the mobile device, wireless service plan, software, internet connection, and/or other equipment or services necessary to download, install, and use the Application. We do not guarantee that the Application can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the Application will be available in any particular geographic location or that products can be ordered from any particular geographic location. As part of the Service, you may receive push notifications, in-app alerts, text messages, picture messages, alerts, emails, or other types of messages directly sent to you related to the Application to update you on delivery status ("Push Messages"). You acknowledge that your wireless service provider may charge you fees for data, text messaging, and/or other wireless access when you use the Application, including for Push Messages. You can control Push Messages settings through the Service or your mobile device's operating system and can choose to receive or stop receiving these Push Messages (except for occasional important service announcements and administrative messages). Please check with your wireless service provider to determine what fees apply for your access to and use of the Application, including your receipt of Push Messages from the Company. You are solely responsible for any fee, cost, or expense you incur to download, install, and/or use the Application on your mobile device, including your receipt of Push Messages from the Company.
The following terms and conditions apply only if you use the Application from the Apple App Store. If other terms and conditions of these Terms are less restrictive than or conflict with the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to your use of the Application from the Apple App Store. You acknowledge and agree that these Terms are solely between you and the Company, not Apple, and that Apple has no responsibility for the Application or content thereof. Your use of the Application must comply with the App Store's applicable terms of use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application. If the Application fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Application (if any). To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to this App, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms. You and the Company acknowledge that Apple is not responsible for addressing any claims by you or any third party relating to this App or your possession and/or use of this App, including, but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. You and the Company acknowledge that, if any third party claims that the App or your possession and use of that App infringes that third party's intellectual property rights, the Company (not Apple) will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by these Terms. You must comply with applicable third-party terms of agreement when using the App. You and the Company acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms as they relate to your use of the Application, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
We may, at our discretion from time to time, include certain beta or test features or products in the Service that we may designate as such from time to time ("Beta Products"). Your use of any Beta Product is entirely voluntary. Beta Products are provided "AS IS" and may contain errors, defects, bugs, or inaccuracies that could cause failures, corruption, or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Product is at your own risk. You agree that once you use a Beta Product, Your Content or data may be affected such that you may be unable to revert to a prior non-beta version with the same or similar functionality. Moreover, even if reversion is possible, you may not be able to return or restore data created using the Beta Product to the prior non-beta version. If we provide you with any Beta Product in a closed beta or on a confidential basis, we will notify you as part of your use of the Beta Product. For any such confidential Beta Product, you agree not to disclose, divulge, display, or otherwise make available any Beta Product without our prior written consent.
The Service, including its "look and feel" (e.g., text, graphics, images, logos), proprietary content, information, and other materials, are protected under copyright, trademark, and other intellectual property laws. You agree that the Company and/or its licensors own all rights, title, and interest in and to the Service (including any and all intellectual property rights therein), and you agree not to take any action inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Service and its content (other than Your Content), including, without limitation, the exclusive right to create derivative works.
The Company name, the Company logo, and all related names, logos, product and service names, designs, graphics, trade symbols, and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs, graphics, trade symbols, and slogans that appear on the Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
We welcome feedback, comments, and suggestions for improvements to the Service ("Feedback"). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title, or interest in the Service or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title, and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights, and any and all other intellectual property rights) that you may have in and to any and all Feedback. You agree to waive any moral rights and authors' rights (including rights of attribution and integrity) that you may have in any Feedback to the extent permitted under applicable law.
Certain Services may display, include, or provide access to content, data, information, applications, or materials from third parties ("Third-Party Materials") or provide links to certain third-party websites. By using the Service, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such Third-Party Materials or websites. We do not warrant or endorse and will not have any liability or responsibility to you or any other person for any third-party services, Third-Party Materials, third-party websites, or for any other third-party materials, products, or services. Links to Third-Party Materials and other websites are provided solely as a convenience to you.
(A) YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND ALL SERVICES (INCLUDING ANY PAID SERVICES) ARE SUBJECT TO AVAILABILITY. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY, ITS PARENT, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS (COLLECTIVELY, THE "COMPANY ENTITIES") DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR INCIDENTAL, INCLUDING MERCHANTABILITY, QUALITY, DURABILITY, ACCURACY, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT. THE COMPANY ENTITIES MAKE NO WARRANTIES, GUARANTEES, OR REPRESENTATIONS, AND SHALL HAVE NO LIABILITY OR OBLIGATION WITH RESPECT TO: (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY, OR RELIABILITY OF THE SERVICE; (B) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICE; (C) THE OPERATION OR COMPATIBILITY WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE; (D) WHETHER THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE PROVIDED ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS; AND (E) THE DELETION OF, OR THE FAILURE TO STORE OR TRANSMIT, YOUR CONTENT AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICE. ANY ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY ENTITIES OR THROUGH THE SERVICE WILL NOT CREATE ANY WARRANTY, CONDITION, OR REPRESENTATION NOT EXPRESSLY MADE HEREIN.
(B) THE LAWS OF CERTAIN JURISDICTIONS (INCLUDING NEW JERSEY) DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SUCH AS THOSE SET FORTH IN SECTIONS 9.1 AND 9.2. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS IN SECTIONS 9.1 AND 9.2 MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
(C) THE COMPANY ENTITIES SHALL HAVE NO LIABILITY FOR ANY CONTENT CREATED, UPLOADED, POSTED, SENT, RECEIVED, OR STORED BY YOU, OTHER USERS, OR THIRD PARTIES ON OR THROUGH OUR SERVICE.
(D) YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT IS OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH THE COMPANY ENTITIES WILL BE RESPONSIBLE FOR.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT IN NO EVENT SHALL THE COMPANY ENTITIES BE LIABLE FOR (A) ANY DAMAGES OF ANY KIND, INCLUDING INDIRECT, GENERAL, SPECIAL, COMPENSATORY, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, AGGRAVATED, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION, OR ANY OTHER DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICE), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER ARISING UNDER THESE TERMS OR OTHERWISE IN ANY WAY RELATED TO THE SERVICE OR THESE TERMS, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) ANY OTHER CLAIM, DEMAND, OR DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR THE DELIVERY, USE, OR PERFORMANCE OF THE SERVICE. THE TOTAL LIABILITY OF THE COMPANY ENTITIES TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00) OR THE AMOUNT YOU HAVE PAID THE COMPANY ENTITIES IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM FOR SERVICES (OR PRODUCTS PURCHASED ON THE SERVICE), IF ANY. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
By entering into these Terms and accessing or using the Service, you agree that you shall defend, indemnify, and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys' fees and litigation costs) incurred by the Company Entities arising out of or in connection with: (A) your violation of any term of these Terms or any applicable law or regulation; (B) your infringement of any third party's rights; (C) your misuse of the Service; (D) Your Content, or (E) your negligence or willful misconduct. If you have an obligation to indemnify any Company Entity under this Agreement, you agree that the Company (or the applicable Company Entity at its discretion) shall have the right, at its sole discretion, to control any action or proceeding and to determine whether the Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with the Company in the defense or settlement of such claim.
You and the Company agree that in the event of any dispute, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action, and give the receiving party thirty (30) days to respond. You and the Company agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any arbitration against the other party.
Following the informal dispute resolution process and subject to applicable law, any remaining dispute, controversy, or claim (collectively, "Claim"), relating in any way to the Company's services and/or products (including the Service) and your use, access, or inability to access or use them, shall be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Company agree that any Claim shall be settled by final and binding arbitration, in the English language, administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures then in effect (the "JAMS Rules"), which are deemed incorporated by reference into this section and effective as of the date of these Terms. If you are a resident of the United States, because your contract with the Company, these Terms, and this arbitration agreement involve interstate commerce, the Federal Arbitration Act ("FAA") governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and applicable statutes of limitations or condition precedents to suit. Any arbitration will be conducted by a single arbitrator in accordance with the JAMS Rules. The arbitrator's award may be entered in any court of competent jurisdiction. Except as otherwise prohibited by applicable law, any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration.
Notwithstanding the foregoing, you and the Company agree that the following types of disputes shall be resolved in a court of competent jurisdiction:
(A) Disputes or Claims within the jurisdiction of a small claims court, subject to applicable jurisdictional and monetary limits, provided it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding; (B) Disputes or Claims seeking only injunctive relief (including public injunctive relief); or (C) Intellectual Property Disputes.
Payment of all filing, administration, and arbitrator fees and expenses will be governed by the JAMS Rules, but if you can demonstrate that any such fees and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such fees and expenses that the arbitrator determines is necessary to prevent the arbitration from being cost-prohibitive (subject to possible reimbursement as set forth below).
Fees and costs may be awarded as provided by applicable law. If the arbitrator finds that either the substance of your Claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules. In that case, you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by the Company before the arbitrator was appointed, the Company will pay you the amount it offered. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator's ruling on the merits.
You have the right to opt out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt out to [email protected] or the mailing address listed in the "How to Contact Us" section of these Terms. The notice must be sent to the Company within thirty (30) days of your first registering to use the Service or agreeing to these Terms; otherwise, you shall be bound to arbitrate disputes on a non-class basis. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver shall continue to apply. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt out of these arbitration provisions, the Company also will not be bound by them.
To the fullest extent permitted by applicable law, you and the Company agree that any proceeding to resolve any dispute, claim, or controversy will be brought and conducted only in the respective parties' individual capacity and not as a plaintiff or class member in any purported class (or purported collective), consolidated, multiple plaintiff, or representative action or proceeding ("Class Action"). You and the Company agree to waive the right to participate as a plaintiff or class member in any Class Action. You and the Company expressly waive any right to file a Class Action in any court. If the dispute is submitted to arbitration, the arbitrator shall not have the authority to combine or aggregate claims, initiate a Class Action, or make an award to any person or entity not a party to the arbitration. Further, you and the Company agree that the arbitrator may not consolidate proceedings for more than one person's claims and may not otherwise preside over any form of a Class Action. For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with the Exceptions section above.
If this Class Action waiver is limited, voided, or found unenforceable, then, unless the parties agree otherwise, the parties' agreement to arbitrate shall be null and void with respect to such proceeding so long as the proceeding is permitted as a Class Action. If a court decides that the limitations of this section are invalid or unenforceable, any putative class, private attorney general, consolidated, or representative action must be brought in a court of proper jurisdiction and not in arbitration.
We may modify these Terms from time to time, in which case we will update the "Last Revised" date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the homepage of the website or application. However, it is your responsibility to review these Terms from time to time for any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Service after the modifications have become effective will constitute your acceptance of the modified Terms. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in the Terms.
All licenses granted by the Company will terminate automatically if you fail to comply with any term of these Terms. Additionally, the Company may suspend, disable, or delete your Account and/or the Service (or any part thereof) with or without notice, for any or no reason. If the Company deletes your Account for a suspected violation of these Terms, you are prohibited from re-registering for the Service under a different name. If an Account is deleted for any reason, the Company may (but has no obligation to) delete any of Your Content. The Company shall have no liability for any failure to remove, or deletion of, Your Content. All provisions of these Terms that by their nature should survive termination shall survive any termination by either you or the Company. Termination does not limit any of the Company's other rights or remedies at law or in equity.
You agree that a breach of these Terms will cause irreparable injury to the Company and that monetary damages would not be an adequate remedy, and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law, without a requirement to post a bond, other security, or proof of damages.
You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by the Company under this Agreement, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular (but without limitation), the Services may not be exported or re-exported (A) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a "terrorist supporting" country, or (B) to anyone listed on any U.S. Government list of prohibited or restricted parties (including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List). By using the Service, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable export laws and regulations.
These Terms constitute the entire agreement between you and the Company regarding the subject matter hereof and your use of the Service, and supersede all other written or oral agreements and understandings between you and the Company regarding the subject matter hereof. If any provision of these Terms is held to be illegal, invalid, or unenforceable for any reason, then such provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. The Company may assign these Terms and the licenses granted hereunder, but you may not assign them without the prior express written consent of the Company. Any waiver of any breach or default hereunder by either party shall not be deemed a waiver of any prior or subsequent breach or default. The section headings used in these Terms are for convenience only and shall not be given any legal import. These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 10, or if arbitration does not apply, then the state and federal courts located in Delaware.
You may contact us by email at: [email protected].
