Terms of Service

Date of Last Revision: [June 13, 2022]

These Terms of Service (“Terms”) are a legal contract between You and Us and govern Your use of this website, the services and related technologies for optimizing and managing your YouTube and TikTok channel(s) that We may provide through any of Our websites (“Services”), and all text, data, information, software, graphics, photographs and more that We and Our affiliates may make available to You (all of which We refer to as “Materials”). Unless otherwise stated in these Terms, references to the “Service” include all of Our websites and the Services.

READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICE. USING THE SERVICE OR ANY PART THEREOF INDICATES THAT YOU HAVE BOTH READ AND ACCEPTED THESE TERMS. YOU CANNOT USE THE SERVICE OR ANY PART THEREOF IF YOU DO NOT ACCEPT THESE TERMS.

CHANGES.

We may alter the Materials and services We offer You through the Service and/or choose to modify, suspend or discontinue the Service at any time. We may also change, update, add or remove provisions (collectively, “modifications”) of these Terms from time to time. Because everyone benefits from clarity, We promise to inform You of any modifications to these Terms by posting them on the Service and, if You have registered with Us, by describing the modifications to these Terms in an email that We will send to the address that You provided when registering on the Service. To be sure We properly reach Your email inbox, We just ask that You let Us know if Your preferred email address changes at any time after Your registration.

If You object to any such modifications, Your sole recourse shall be to cease using the Service. Continued use of the Service following notice of any such modifications indicates You acknowledge and agree to be bound by the modifications. Also, please know that these Terms may be superseded by expressly-designated legal notices or terms of individual Services. These expressly-designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded.

In the event, during the initial term, that You cancel use of the Service due to our modifications of the Service that substantially or materially limit the value of the Service, or if We discontinue the Service, We shall reimburse you for the prorated amount of money already paid for the Service that will be unused from the date of the termination through the end of the initial term.

After the initial term, any termination will take effect 30 days from Your notice to Us and you will be refunded for the prorated amount of unused fees, if any (i.e., fees that are intended to pay use of the Service beyond the effective date of the termination), already paid to Us.

GENERAL USE.

We invite You to use the Service for individual, consumer purposes ("Permitted Purposes") – enjoy!

By using the Service, You promise that You are at least 18 years of age. If you are not 18 yet, you may not access or use any part of the Service and you are authorized by Your employer to enter into this agreement on behalf of said employer.

In these Terms we are granting You a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and to access and use the Service for individual, consumer purposes (“Permitted Purposes”); Your right to use the Materials is conditioned on Your compliance with these Terms. You have no other rights in the Service or any Materials and You may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Service or Materials in any manner. If You make copies of any of the Service then We ask that You be sure to keep on the copies all of Our copyright and other proprietary notices as they appear on the Service.

Unfortunately, if You breach any of these Terms the above license will terminate automatically and You must immediately destroy any downloaded or printed materials (and any copies thereof).

USING THIS WEBSITE AND THE SERVICE.

We appreciate You visiting this website and allow You to do just that – stop by and check it out without even registering with Us!

However, in order to access certain password-restricted areas of this website and to use certain Services and Materials offered on and through the Service, You must successfully register an account with Us.

MOBILE APPLICATIONS.

We make available Mobile Applications to access the Website via a mobile device. To use the Mobile Application You must have a mobile device that is compatible with the mobile service. We do not warrant that the Mobile Application will be compatible with Your mobile device. We hereby grant to You a non-exclusive, non-transferable, revocable license to use an object code copy of the Mobile Application for Your registered account on Your mobile device owned or leased solely by You, for Your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Application, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Application to any third-party or use the Mobile Application to provide time sharing or similar services for any third-party; (iii) make any copies of the Mobile Application; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Application, features that prevent or restrict use or copying of any content accessible through the Mobile Application, or features that enforce limitations on use of the Mobile Application; or (v) delete the copyright and other proprietary rights notices on the Mobile Application. You acknowledge that We may from time to time issue upgraded versions of the Mobile Application, and may automatically electronically upgrade the version of the Mobile Application that You are using on Your mobile device. You consent to such automatic upgrading on Your mobile device, and agree that these Terms will apply to all such upgrades. The foregoing license grant is not a sale of the Mobile Application or any copy thereof, and We and Our third-party licensors or suppliers retain all right, title, and interest in and to the Mobile Application (and any copy of the Mobile Application). Standard carrier data charges may apply to Your use of the Mobile Application.

The following additional terms and conditions apply with respect to any Mobile Application that We provide to You designed for use on an Apple iOS-powered mobile device (an “iOS App”):

The following additional terms and conditions apply with respect to any Mobile Application that We provide to You designed for use on an Android-powered mobile device (an “Android App”):

PASSWORD RESTRICTED AREAS OF THE SERVICE.

If You want an account with Us, You must submit the following information through the account registration area: A working email address; First and last name; Preferred username and password. You may also provide additional, optional information so that We can provide You a more customized experience when using the Service –but, We will leave that decision with You. Once You submit the required registration information, We alone will determine whether or not to approve Your proposed account. If approved, You will be sent an e-mail detailing how to complete Your registration. For so long as You use the account, You agree to provide true, accurate, current, and complete information which can be accomplished by logging into Your account and making the relevant changes. And, if You forget Your password – no worries as We will happily send a password update to Your provided email address.

You are responsible for complying with these Terms when You access any part of the Service. Because it is Your account, it is Your job to obtain and maintain all equipment and services needed for access to and use of This Service as well as paying related charges. It is also Your responsibility to maintain the confidentiality of Your password(s), including any password of any third-party site that We may allow You to use to access the Service. Should You believe Your password or security for This Service has been breached in any way, You must immediately notify Us.

SUBSCRIPTIONS.

By registering for an account with Us, You become a “Subscriber” with access to certain password-restricted areas of the Service and to use certain Services and Materials offered on and through the Service (a “Subscription”). Each Subscription and the rights and privileges provided to each Subscriber are personal and non-transferable. All payments of Subscription fees are non-refundable, except as otherwise explicitly stated herein.

You may pay for Your Subscription fees only with a credit card, debit card, PayPal and Apple Pay. We will charge Your offered method of payment for Your first Subscription fee on the date that We process Your order for Your Subscription. Once Your offered method of payment is charged the first Subscription fee, You will receive a confirmation e-mail notifying You of Your ability to access those Subscription-only portions of, and Materials on, the Service.

IMPORTANT NOTICE: DEPENDING ON THE BILLING OPTION YOU CHOOSE WHEN YOU REGISTER FOR YOUR SUBSCRIPTION, WE WILL AUTOMATICALLY RENEW YOUR SUBSCRIPTION ON EACH MONTHLY OR YEARLY ANNIVERSARY OF THAT DATE THAT WE CHARGE YOUR OFFERED METHOD OF PAYMENT FOR THE FIRST SUBSCRIPTION FEE AND, AS AUTHORIZED BY YOU DURING THE MEMBERSHIP SIGN-UP PROCESS, WE WILL CHARGE YOUR OFFERED METHOD OF PAYMENT WITH THE APPLICABLE SUBSCRIPTION FEE AND ANY SALES OR SIMILAR TAXES THAT MAY BE IMPOSED ON YOUR SUBSCRIPTION FEE PAYMENT (UNLESS YOU CANCEL PRIOR TO THE ANNIVERSARY DATE). EACH SUBSCRIPTION RENEWAL PERIOD IS FOR ONE MONTH OR ONE YEAR, DEPENDING ON THE BILLING OPTION YOU CHOOSE. YOU MAY CANCEL OR DOWNGRADE YOUR SUBSCRIPTION AT ANY TIME FROM WITHIN THE SERVICE OR BY CONTACTING US AT [email protected]. IF YOU DOWNGRADE OR CANCEL YOUR SUBSCRIPTION, YOU WILL ENJOY YOUR CURRENT SUBSCRIPTION BENEFITS UNTIL THE EXPIRATION OF THE THEN-CURRENT SUBSCRIPTION PERIOD FOR WHICH YOU HAVE PAID, AND YOUR SUBSCRIPTION BENEFITS WILL DOWNGRADE OR EXPIRE AT THE END OF THE THEN-CURRENT SUBSCRIPTION PERIOD.

You are liable for paying any and all applicable sales and use taxes for the purchase of Your Subscription based on the mailing address that You provide when You register as a Subscriber, and You authorize US to charge Your offered method of payment for any such applicable taxes.

PAYMENTS.

You agree to pay all applicable fees related to Your use of the Service. We may suspend or terminate Your account and/or access to the Service if Your payment is late and/or Your offered payment method (e.g., credit card, debit card, PayPal, or Apple Pay) cannot be processed. By providing a payment method, You expressly authorize Us to charge the applicable fees on said payment method as well as taxes and other charges incurred thereto at regular intervals, all of which depend on Your particular Subscription and utilized services.

We understand that You might cancel Your account, but please know that We will not provide any refund(s) and You will be responsible for paying any balance due on the account. To make things less complicated, You agree that We may charge any unpaid fees to Your provided payment method and/or send You a bill for such unpaid fees.

ELECTRONIC COMMUNICATIONS.

By using the Service, both parties consent to receiving electronic communications from the other party. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Service. These electronic communications are part of Your relationship with Us. Both parties agree that any notices, agreements, disclosures or other communications that We sent between parties electronically will satisfy any legal communication requirements, including that such communications be in writing.

PRIVACY POLICY.

We respect the information that You provide to Us, and want to be sure You fully understand exactly how We use that information. So, please review Our Privacy Policy (“Privacy Policy”) which explains everything.

THIRD-PARTY SITES AND SERVICES.

We think links are convenient, and We sometimes provide links on the Service to third-party websites. If You use these links, You will leave the Service. We are not obligated to review any third-party websites that You link to from the Service, We do not control any of the third-party websites, and We are not responsible for any of the third-party websites (or the products, services, or content available through any of them). Thus, We do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If You decide to access any of the third-party websites linked to from the Service, You do this entirely at Your own risk and You must follow the privacy policies and terms and conditions for those third-party websites.

vidIQ uses YouTube API Services, and by using YouTube Content within vidIQ’s Sites and Services You are agreeing to be bound to YouTube’s Terms of Service and Google’s Privacy Policy. Third-party social networking services, such as Google and YouTube, may update their Terms of Service and Privacy Policies from time to time, and vidIQ is not responsible for your review of any changes or updates to these. We recommend that You review YouTube’s Terms of Service and Google’s Privacy Policy regularly.

The Service also enables linking between various online third-party services, including YouTube (“Third-Party Services”). To take advantage of these features and capabilities, we may ask You to authenticate, register for or log into Third-Party Services through the Service or on the websites of their respective providers and, if applicable, allow You to configure your privacy settings in that third-party website account to permit Your activities on the Service to be shared with Your contacts in your third-party site account. For more information about the implications of activating these Third-Party Services and Our use, storage and disclosure of information related to You and your use of Third-Party Services within the Service, please see the Privacy Policy. However, please remember that the manner in which You may use such Third-Party Services and the manner in which they will use, store and disclose your information is governed solely by the policies of such third parties.

UNAUTHORIZED ACTIVITIES.

To be clear, We authorize Your use of the Service only for Permitted Purposes. Any other use of the Service beyond the Permitted Purposes is prohibited and, therefore, constitutes unauthorized use of the Service. This is because, as between You and Us, all rights in the Service remain Our property.

Unauthorized use of the Service may result in violation of various United States and international copyright laws. We prefer keeping this relationship drama-free, so When using the Service, you agree to abide by common standards of etiquette and act in accordance with the law. For example, You agree not to not to use the Service:

In a manner that modifies, publicly displays, publicly performs, reproduces or distributes any of the Service; In a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law; To stalk, harass, or harm another individual; To impersonate any person or entity or otherwise misrepresent Your affiliation with a person or entity; To interfere with or disrupt the Service or servers or networks connected to the Service; To use any data mining, robots, or similar data gathering or extraction methods in connection with the Service Through any means other than through the interface that is provided by vidIQ for use in accessing the Service; or To attempt to gain unauthorized access to any portion of the Service or any other accounts, computer systems, or networks connected to the Service, whether through hacking, password mining, or any other means.

Remember, these are examples only and the list above is not a complete list of everything that You are not permitted to do.

You agree to hire attorneys to defend Us if You violate these Terms and that violation results in a problem for Us. You also agree to pay any damages that We may end up having to pay as a result of Your violation. You alone are responsible for any violation of these Terms by You. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You and, in such case, You agree to cooperate with Our defense of such claim.

You also release, waive, discharge and promise not to sue or bring any claim of any type against Us for any loss, damage or injury relating in any way to the Service or any part thereof. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” IF YOU ARE A RESIDENT OF ANOTHER JURISDICTION, YOU WAIVE ANY COMPARABLE STATUTE OR DOCTRINE.

VIDIQ REPRESENTATIONS AND WARRANTIES.

We represent and warrant that: (i) We have full right, power, and authority to enter into and perform Our obligations under these Terms; (ii) the Service will be provided in a professional and workmanlike manner; and (iii) We have the right, title, and interest to the Materials sufficient to grant the rights granted under these Terms.

INDEMNIFICATION.

Each party agrees to defend the other party, its corporate affiliates, and their respective agents, officers, directors, shareholders, partners, employees and licensees, and each of their successors and permitted assigns (collectively, the “Indemnified Parties”) and hold each of them harmless from and against any and all claims and demands (collectively, “Claims”), brought by a third party based upon or arising in any manner, directly or indirectly, out of or in connection with such party’s breach of its representations, warranties or obligations as provided in these Terms. The indemnifying party shall pay all damages finally awarded or paid in settlement of any such Claims. The Indemnified Parties must notify the indemnifying party promptly in writing of any claim for indemnification hereunder, and provide, at the indemnifying party’s expense (to the extent of out-of-pocket expenses only), all reasonably necessary assistance, information and authority to allow the indemnifying party to control the defense and settlement of such claim; provided that the failure of the Indemnified Parties to promptly inform the indemnifying party of any Claim shall not excuse the indemnifying party of its obligations hereunder except to the extent such failure materially prejudices the indemnifying party. Notwithstanding the foregoing, the indemnifying party shall not enter into any settlement of the defense of such action, without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld or delayed. The Indemnified Party may participate at its expense in the defense and/or settlement of any such action with counsel of its choosing and at its sole expense.

PROPRIETARY RIGHTS.

"vidIQ" is a trademark that belongs to Us. Other trademarks, names and logos on the Service are the property of their respective owners.

Unless otherwise specified in these Terms, all Materials, including the arrangement of them on the Service are Our sole property. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

OWNERSHIP; LICENSES.

Content and Content Rights For purposes of this Agreement: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Sites or Services; and (ii) “User Content” means any Content that users (including you) provide to be made available through the Sites or Services. Content includes without limitation User Content. Content Ownership and Responsibility vidIQ does not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that You may have to use and exploit your User Content. Subject to the foregoing, vidIQ and its licensors exclusively own all right, title and interest in and to the Sites and Services and Content, and all underlying software, technology and processes and any enhancements or modifications thereto, including all associated intellectual property rights therein. You acknowledge that the Sites, Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Sites, Services or Content. Rights in User Content Granted by You By making any User Content available through the Sites or Services You hereby grant to vidIQ a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Services and Content. You are solely responsible for all your User Content. You represent and warrant that You own all your User Content or You have all rights that are necessary to grant Us the license rights in your User Content under this Agreement. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Sites or Services, nor any use of your User Content by vidIQ on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. Rights in Content Granted by vidIQ Subject to your compliance with this Agreement, vidIQ grants You a limited, non-exclusive, non-transferable, non-sublicensable license to view, copy, display and print the Content solely in connection with your permitted use of the Sites and Services.

Content from YouTube: vidIQ accesses public Content from third-party social networking services, such as YouTube. vidIQ uses YouTube API Services, and by using YouTube Content within vidIQ’s Sites and Services You are agreeing to be bound to YouTube’s Terms of Service and Google’s Privacy Policy. Third-party social networking services, such as Google and YouTube, may update their Terms of Service and Privacy Policies from time to time, and vidIQ is not responsible for your review of any changes or updates to these. We recommend that You review YouTube’s Terms of Service and Google’s Privacy Policy regularly.

Content from Authenticated SNS Accounts: If you have an Account, you may choose to link your Account with third-party social networking services (such as Facebook, Google, or YouTube) (each, a social networking service or “SNS”) with which you have an account (each such account, a “Third Party Account”) by either: (i) providing your Third Party Account login information to vidIQ through the Sites or Services; or (ii) allowing vidIQ to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account in the manner described above. You represent that You are entitled to disclose your Third Party Account login information to vidIQ and/or grant vidIQ access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by You of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating vidIQ to pay any fees or making vidIQ subject to any usage limitations imposed by such Third party service providers. By granting vidIQ access to any Third Party Accounts, You understand that vidIQ may access, make available and store (if applicable) any Content that You have provided to and stored in your Third Party Account (“Third Party Account Content”) so that it is available through the Sites and/or Services (as further described in Our Privacy Policy). Unless otherwise specified in this Agreement, all Third Party Account Content, if any, will be considered to be User Content for all purposes of this Agreement. Please note that if a Third Party Account or associated service becomes unavailable or vidIQ’s access to such Third Party Account is terminated by the Third party service provider, then the Third Party Account Content that was available from such Third Party Account will no longer be available through the Sites or Services. You have the ability to disable the connection between your Account and your Third Party Accounts, at any time, through the Sites and/or Services. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. vidIQ makes no effort to review any Third Party Account Content for any purpose, including without limitation for accuracy, legality or non-infringement and vidIQ is not responsible for any Third Party Account Content.

Please follow these rules for any AI Image Generation using vidIQ features.

INTELLECTUAL PROPERTY INFRINGEMENT.

We respect the intellectual property rights of others and encourage You to do the same. Accordingly, We have a policy of removing User Content that violates intellectual property rights of others, suspending access to the Service (or any portion thereof) to any user who uses the Service in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses the Service in violation of someone’s intellectual property rights.

Pursuant to You also release, waive, discharge and promise not to sue or bring any claim of any type against Us for any loss, damage or injury relating in any way to the Site or any part thereof. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” IF YOU ARE A RESIDENT OF ANOTHER JURISDICTION, YOU WAIVE ANY COMPARABLE STATUTE OR DOCTRINE., We have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If You believe Your copyright or other intellectual property right is being infringed by a user of the Service, please provide written notice to Our Agent for notice of claims of infringement:

Attn: [email protected]

To be sure the matter is handled immediately, Your written notice must: Contain Your physical or electronic signature; Identify the copyrighted work or other intellectual property alleged to have been infringed; Identify the allegedly infringing material in a sufficiently precise manner to allow Us to locate that material; Contain adequate information by which We can contact You (including postal address, telephone number, and e-mail address); Contain a statement that You have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner's agent or the law; Contain a statement that the information in the written notice is accurate; and Contain statement, under penalty of perjury, that You are authorized to act on behalf of the copyright or other intellectual property right owner.

Unless the notice pertains to copyright or other intellectual property infringement, the Agent will be unable to address the listed concern.

Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

SUBMITTING A DIGITAL MILLENNIUM COPYRIGHT ACT ("DMCA") COUNTER-NOTIFICATION.

We will notify You that We have removed or disabled access to copyright-protected material that You provided, if such removal is pursuant to a validly received DMCA take-down notice. In response, You may provide Our Agent with a written counter-notification that includes the following information:

Your physical or electronic signature; Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled; A statement from You under the penalty of perjury, that You have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and Your name, physical address and telephone number, and a statement that You consent to the jurisdiction of a court for the judicial district in which Your physical address is located, or if Your physical address is outside of the United States, for any judicial district in which We may be located, and that You will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

TERMINATION OF REPEAT INFRINGERS.

We reserve the right, in Our sole discretion, to terminate the account or access of any user of the Service who is the subject of repeated DMCA or other infringement notifications.

DISCLAIMER OF WARRANTIES.

THIS SERVICE AND ALL MATERIALS ARE PROVIDED "AS IS" AND "WITH ALL FAULTS". THE ENTIRE RISK AS TO THEIR QUALITY AND PERFORMANCE IS WITH YOU.

WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THE SERVICE AND MATERIALS, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

THIS MEANS THAT WE DO NOT PROMISE YOU THAT THE SERVICE IS FREE OF PROBLEMS. Without limiting the generality of the foregoing, We make no warranty that the Service will meet Your requirements or that the Service will be uninterrupted, timely, secure, or error free or that defects in the Service will be corrected. We make no warranty as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any information obtained through the Service. No advice or information, whether oral or written, obtained by You through the Service or from Us or Our subsidiaries/other affiliated companies shall create any warranty. We disclaim all equitable indemnities.

LIMITATION OF LIABILITY.

EXCEPT WITH RESPECT TO WILLFUL MISCONDUCT, THE INDEMNIFICATION OBLIGATIONS AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY DAMAGES RESULTING FROM YOUR USE OF THE SERVICE OR ANY PART THEREOF, OR FROM YOUR DISPLAYING, COPYING, UPLOADING, LINKING OR DOWNLOADING ANY MATERIALS OR CONTENT TO OR FROM THE SERVICE. EXCEPT WITH RESPECT TO WILLFUL MISCONDUCT, THE INDEMNIFICATION OBLIGATIONS AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF WE KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE.

LOCAL LAWS; EXPORT CONTROL.

We control and operate the Service from Our headquarters in the United States of America and the entirety of the Service may not be appropriate or available for use in other locations. If You use the Service outside the United States of America, You are solely responsible for following applicable local laws, including but not limited to local laws concerning online conduct and acceptable content.

FEEDBACK.

Any feedback that You provide to Us about the Service (e.g., comments, questions, suggestions, materials – collectively, “Feedback”) through any communication whatsoever (e.g., call, fax, email) will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and We are free to use, without any attribution or compensation to You, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that We are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and You have no right to compel such use, display, reproduction, or distribution.

ARBITRATION.

At Our or Your election, all disputes, claims, or controversies arising out of or relating to these Terms or the Service that are not resolved by mutual agreement may be resolved by binding arbitration to be conducted before JAMS, or its successor. Unless otherwise agreed by the parties, arbitration will be held in San Francisco, California before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by JAMS, and will be conducted in accordance with the rules and regulations promulgated by JAMS unless specifically modified in these Terms. The arbitration must commence within forty-five (45) days of the date on which a written demand for arbitration is filed by either party. The arbitrator’s decision and award will be made and delivered within sixty (60) days of the conclusion of the arbitration and within six (6) months of the selection of the arbitrator. The arbitrator will not have the power to award damages in excess of any limitations on actual compensatory, direct damages set forth in these Terms and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under these Terms, and each party hereby irrevocably waives any claim to such damages. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing part) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction.

GENERAL.

We think direct communication resolves most issues – if We feel that You are not complying with these Terms, We will tell You. We will even provide You with recommended necessary corrective action(s) because We value this relationship.

However, certain violations of these Terms, as determined by Us, may require immediate termination of Your access to the Service without prior notice to You. The Federal Arbitration Act, California state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. Except for disputes subject to arbitration as described above, any disputes relating to these Terms or the Site will be heard in the courts located in San Francisco County, California. If any of these Terms are deemed inconsistent with applicable law, then such term(s) shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. By choosing not to enforce any of these Terms, We are not waiving Our rights. These Terms are the entire agreement between You and Us and, therefore, supersede all prior or contemporaneous negotiations, discussions or agreements between Everyone about the Service. The proprietary rights, disclaimer of warranties, representations made by You, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.

CONTACT US.

If You have any questions about these Terms or otherwise need to contact Us for any reason, You can reach us at 548 Market St #70172 San Francisco, CA 94104, [email protected], or 888-998-8434.