DISCLAIMER: NO ACCREDITATION, NO DEGREES
You may use the Site and Materials for your personal, educational, non-commercial use (“Permitted Purposes”). The Site and Materials are solely for informational and educational purposes relating to educational initiatives sponsored or offered by us. We do not offer degrees, diplomas or college credit through the Site or any of its courses or other educational initiatives. Although we may collaborate with institutions that are accredited, we are not an accredited educational institution.
We take pride in our Site and Materials, including our exceptional course content, and we plan to continue to revise and update our courses to best meet the needs of our users. We may alter the Materials or services we offer you, or choose to modify, suspend or discontinue the Site at any time and without notifying you. Without limiting the foregoing, we reserve the right to cancel, interrupt, or reschedule any course. Additionally, we reserve the right to or to modify any course content, the completion policy, or the point value or weight of any assignment, quiz, or other assessment.
We may also change, update, add or remove provisions in these Terms from time to time (collectively, “modifications”). We will notify you of substantive modifications to these Terms by posting them on the Site and, if you have an Account with us, by sending an email to the address associated with your Account at such time. If your preferred email address changes at any time after your registration, you must update it via your Account. You are solely responsible for keeping your contact information up to date.
If you object to any modifications to these Terms, your sole recourse is to cease using the Site and Materials. Any continued use of the Site or any Materials by you following notice of any such modifications will indicate that you acknowledge and agree to be bound by the modified Terms, and will constitute your binding acceptance of those Terms.
By using the Site and Materials, including by signing up for an Account, you certify that you are at least 13 years of age. If you are under age 13, you are not permitted to use the Site or any Materials. If you are at least age 13 but not yet 18 years old, or the age of majority in your state of residence, you must have the permission of an adult to use the Site and Materials and agree to these Terms, and that adult must be a parent or legal guardian who is willing to be responsible for your use of the Site and Materials. If you do not have such permission, you are not permitted to use the Site or any Materials. We are not liable for your or any other user’s misrepresentation of age.
Your access and use of the Site and Materials are conditioned on your compliance with these Terms. Except as otherwise expressly provided in these Terms or on the Site or any Materials, you may not use, reproduce, distribute, display, perform, publish, download, transmit, or modify the Site or any Materials. You may only use the Site and Materials for the Permitted Purposes, and you may not download or reproduce the Materials in bulk or in any way commercially exploit the Site or any Materials. The Site and Materials are being made available for your personal use only and may not be shared with or otherwise distributed to third parties, except as otherwise provided in Additional Terms (defined below). You may not use any means to discern the source code of the Site in any manner.
If you violate any of these Terms, your right to access and use the Site and Materials will terminate automatically and you must immediately destroy any downloaded or reproduced Materials (and any copies thereof).
Certain pages or other portions of the Site or certain Materials may be subject to additional licensing or other terms, including terms of third party licensors (collectively, “Additional Terms”). If Additional Terms apply, that will be noted on the relevant portions of the Site or the relevant Materials. Your use of any portion of the Site or any Materials that are subject to Additional Terms shall be governed by those Additional Terms, and by accessing and/or using such Materials, you agree to comply fully with such Additional Terms. For example, certain Materials may be made available pursuant to a Creative Commons License. You are authorized to use such Materials in accordance with, and you agree to comply with, such Creative Commons License. In the event of any conflict between these Terms and the Additional Terms, the Additional Terms will control with respect to the specific pages or portions of the Site or the specific Materials that are subject to the Additional Terms.
In order to access or use certain parts of the Site or Materials, such as accessing our courses, you may be required or permitted to establish a Site account (“Account”) with a username and password. By establishing your Account, you represent and warrant that the information you provide is accurate and complete in all respects, and you agree to keep such information at all times complete, accurate, and up-to-date. You are responsible for maintaining the confidentiality of your password for the Site, and you are solely responsible for all activities that occur under your Account. You agree not to let any third party access or use your Account for any purpose. You also agree that you will create, access, and/or use only one Account. We reserve the right to require you to alter your password if we believe that your Account is no longer secure.
We reserve the right to refuse or cancel service, or terminate your or any other Account. We may terminate, suspend, or modify your access to or registration with all or part of any of the Site, without notice, if you violate these Terms or you engage in any conduct that we, in our sole and absolute discretion, believe is in violation of any applicable Law or is otherwise harmful to the interests of us, any other user of the Site or any third party.
We may permit you and other users of the Site to communicate with each other through and post content and information on the Site. This functionality may include profiles, bulletin boards, message boards, chats, and the like (each, a “Forum”). We do not control or endorse, and we are not responsible for, user content of any kind posted by users (including you and our employees). You acknowledge and agree that we cannot control use or misuse by others of information you post to the Site. You are solely responsible and liable for your use of any Forum and your acts or omissions in connection with any Forum.
IN NO EVENT WILL WE BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY (A) YOUR RELIANCE ON FORUM CONTENT, OR (B) USE OR MISUSE BY ANY USER OR THIRD PARTY OF ANY CONTENT THAT YOU POST OR MAKE AVAILABLE IN CONNECTION WITH YOUR USE OF THE SITE, WHETHER TO A FORUM OR OTHERWISE.
LINKS TO THIRD-PARTY SITES.
The Site or Materials may allow you to use third party products or services, or contain links to third-party websites, content, or resources, or allow you to interact and/or conduct transactions with one or more third-party websites (collectively, “Third Party Services”). If you use these links, you will leave the Site. We are not obligated to review any Third Party Services that you link to from the Site or any Materials, we do not control nor are we associated with any Third Party Services, and we are not responsible for any Third Party Services or the products, services, or content available through any of them. We do not approve, endorse or make any representations about any Third Party Services, any information, software, products, services, or materials associated therewith, or any results that may be obtained from using them, or any views expressed on any Third Party Service. If you decide to access any Third Party Services linked to from the Site or any Materials, you do this entirely at your own risk and you must follow the privacy policies, license agreements, terms and conditions, and other policies and agreements applicable to those Third Party Sites. We have no responsibility to you for any Third Party Services.
You are authorized to use the Site and Materials only for Permitted Purposes. Any other use of the Site or any Materials beyond the Permitted Purposes is prohibited and constitutes unauthorized use.
You are not authorized to use the Site or Materials in any of the following ways (these are examples only and the list below is not a complete list of everything that you are not permitted to do):
- For any public or commercial purpose, which includes use of the Site or any Materials on another site or through a networked computer environment;
- In a manner that modifies, publicly displays, publicly performs, reproduces or distributes the Site or any Materials, in whole or in part;
- In a manner that violates any local, state, federal, national, provincial, foreign, or international statutes, regulations, rules, orders, treaties, or other laws (each, a “Law”) or these Terms;
- To stalk, harass, or harm another individual, or to transmit any material that is abusive, tortious, defamatory, obscene, discriminatory, invasive of another’s privacy, hateful, false, misleading, or otherwise objectionable in our sole discretion;
- Posting, submitting, sharing, or otherwise distributing a third party’s personal or identifying information without express consent;
- Posting, submitting, sharing, or otherwise distributing any information or material that is objectionable to us or contrary to our mission, in our sole discretion;
- To impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
- To interfere with, disrupt, or unreasonably burden the Site or servers, networks, or other infrastructure connected to or used by the Site or Materials;
- To use any data mining, robots, or similar data gathering or extraction methods in connection with the Site or Materials;
- To transmit any unsolicited or unauthorized advertising or promotional materials or other “spam”;
- To conduct any lotteries, contests, sweepstakes or the like;
- To infringe, misappropriate, or otherwise violate any intellectual property or other proprietary rights of a third party;
- To transmit any material that contains adware, malware, spyware, software viruses, or any other harmful code;
- To engage in, support, or promote violence, terrorist activity, related training of any kind, or money laundering, whether directly or indirectly through support of, or cooperation with, other persons and organizations engaged in such activities; or
- To attempt to gain unauthorized access to any portion of the Site or any other accounts, computer systems, or networks connected to the Site, whether through hacking, password mining, or any other means.
You alone are responsible for any violation of these Terms by you.
OUR PROPRIETARY RIGHTS.
“Philanthropy U,” “Philanthropy U, Inc.,” the associated logos, and certain other trademarks, names, and logos on the Site or Materials are trademarks that belong to us (collectively, “Our Marks”). Other trademarks, names and logos on the Site or Materials are the property of their respective owners. Any use of Our Marks or any other trademarks, names, or logos on the Site or Materials will accrue to the benefit of their respective owners, and you are not authorized to use them for any purpose.
The Site and all Materials, including (i) all text, content, graphics, interfaces, code and other materials, (ii) the look and feel, selection, arrangement, design, and organization of the Site and Materials, (iii) the compilation of the content, code, data, and materials on the Site, (iv) any improvements or updates to any of the foregoing, and (v) all intellectual property rights therein, but excluding Your Content and User-Generated Content (defined below), are owned by Philanthropy U, Inc., its licensors and/or other business partners, as applicable. The Site, Materials, and Our Marks are protected under United States and international copyright and trademark Laws and are subject to other intellectual property and proprietary rights and Laws. Any unauthorized use of this Site, Materials, and/or Our Marks may violate copyright laws, laws of privacy and publicity, and other laws and regulations.
All rights not expressly granted herein are reserved, and except as expressly granted herein, neither these Terms nor your use of the Site, any Materials, or Our Marks shall be construed as granting to you, by implication, estoppel, or otherwise, any right or license to this Site, any Materials, or Our Marks. You must abide by all rights, notices, information, or restrictions contained in or attached to the Site or any Materials and must not remove any trademark, copyright, or other notice from the Site or any Materials.
USER-GENERATED CONTENT (Including Your Content)
Users of the Site and/or Materials (including you), and other persons and entities other than us, may post, submit, or otherwise share content, information, and other materials (collectively, “User-Generated Content”) using the Site. User-Generated Content includes Your Content, as defined below. We do not control any User-Generated Content on the Site. Any opinions, advice, statements, views, positions, services, offers, or other User-Generated Content expressed or made available on the Site are solely those of the respective authors or distributors, and do not necessarily reflect our opinions, views, or position. We take no responsibility and assume no liability for any User-Generated Content. You share, use, or rely on User-Generated Content at your own risk.
If you post, submit, or otherwise share materials, information, comments, images, or any other content whatsoever (collectively, “Your Content”) using the Site, whether through a Forum or otherwise, you grant us a nonexclusive, royalty-free, fully paid-up, worldwide, perpetual, irrevocable, and fully sublicensable right to use, reproduce, distribute, display, perform, publish, modify, and create derivative works from Your Content throughout the world in any media now or hereafter existing. You grant us and our sublicensees the right to use the information that you submit in connection with Your Content, if we or they choose, including without limitation your name, username, hometown, and other biographical information. You represent and warrant that: (i) you own or otherwise control all of the rights to Your Content; (ii) Your Content is accurate and does not infringe, misappropriate, or otherwise violate the proprietary rights of any third party; (iii) neither Your Content nor your posting or submission of Your Content violates any of these Terms, including without limitation the prohibitions on use of the Site set forth above; and (iv) neither Your Content nor your posting or submission of Your Content will cause injury to any person or entity. You understand that if you include any personal information in Your Content, that information may be visible to other users of the Site, and you hereby authorize us to publish such personal information. We have the right but not the obligation to monitor and edit or remove any content from the Site, without liability.
You understand and agree that if you post, submit, share or otherwise disclose personally identifiable or confidential information regarding yourself or a third party (including without limitation organizationally identifiable information) on the Site, we bear no responsibility for any infringement, misappropriation, or other violation of your or any such third party’s rights of confidentiality, intellectual property, or privacy.
DISCLAIMER OF WARRANTIES.
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE OR ANY MATERIALS, USER-GENERATED CONTENT, OR THIRD PARTY SERVICES IS AT YOUR SOLE RISK. THE SITE AND MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE AND MATERIALS IS WITH YOU.
WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THE SITE AND WITH RESPECT TO ANY MATERIALS, USER-GENERATED CONTENT, AND THIRD PARTY SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. WE EXPRESSLY DISCLAIM ALL EQUITABLE INDEMNITIES.
THIS MEANS THAT WE DO NOT REPRESENT OR WARRANT TO YOU THAT THE SITE OR MATERIALS ARE FREE OF PROBLEMS, VIRUSES, OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SITE OR MATERIALS WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, RELIABLE, OR ERROR FREE, OR THAT DEFECTS IN THE SITE OR MATERIALS WILL BE CORRECTED. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY MATERIALS, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE OR ANY MATERIALS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SITE OR ANY MATERIALS, OR OTHERWISE FROM US, SHALL CREATE ANY WARRANTY.
DISCLAIMER OF LIABILITY.
YOU UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, IN NO EVENT WILL WE OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, PARTNERS, VENDORS, OR CONTRACTORS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, PERSONAL INJURY/WRONGFUL DEATH, 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, AND INCLUDING WITHOUT LIMITATION ANY SUCH DAMAGES RELATING TO OR RESULTING FROM (I) YOUR USE OF OR INABILITY TO USE THE SITE OR ANY MATERIALS, (II) USER-GENERATED CONTENT OR THIRD PARTY SERVICES AVAILABLE OR OTHERWISE ACCESSED THROUGH THE SITE OR ANY MATERIALS, (III) YOUR USING, DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THE SITE, OR (IV) THE CONDUCT OF ANY PERSON WHO USES THE SITE OR ANY MATERIALS. SHOULD WE BE FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY NOTWITHSTANDING THE FOREGOING, SUCH LIABILITY WILL NOT EXCEED $100.00 IN THE AGGREGATE.
EXCLUSIONS AND LIMITATIONS.
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 and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable Law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable Law.
INDEMNITY AND RELEASE.
To the fullest extent permitted by Law, you agree to indemnify, defend, and hold harmless Philanthropy U, Inc. and its affiliates and each of its and their officers, directors, employees, agents, successors, assigns, partners, vendors, and contractors (“Phil U Indemnitees”) from and against any and all claims, demands, causes of action, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and costs) (“Claims”) arising from or relating to (a) your use of the Site and/or any Materials; (b) Your Content, including any actual or alleged infringement, misappropriation, or other violation by Your Content of any third party’s proprietary rights; (c) your (or anyone using your Account’s) violation of these Terms; or (d) your negligent or wrongful conduct. 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.
Furthermore, you hereby irrevocably waive and release the Phil U Indemnitees from all Claims of every kind and nature, whether actual or consequential, known or unknown, fixed or contingent, direct or indirect, which ever existed or may now or hereafter exist, arising out of or in any way connected with any dispute you may have with a third party relating to or in connection with the Site or any Materials.
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY IRREVOCABLY WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” IF YOU ARE A RESIDENT OF ANOTHER JURISDICTION IN WHICH ANY OTHER STATUTE OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT APPLIES, YOU HEREBY IRREVOCABLY WAIVE THE APPLICATION OF SUCH STATUTE OR COMMON LAW WITH RESPECT TO THE CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) RELEASED UNDER THIS PARAGRAPH.
INTERNATIONAL USE; EXPORT CONTROL.
We control and operate the Site from our headquarters in the United States of America and neither the Site nor the Materials are intended to subject us to the laws or jurisdictions of any state, country, or territory other than the United States. The Site and/or Materials may not be appropriate or available for use in other locations. If you use or access the Site or Materials outside the United States of America, you are solely responsible for complying with all Laws applicable to such use. You are not permitted to use the Site or any Materials if you are located in, or ordinarily resident in, a country or destination subject to a prohibition by the United States, if you are designated on the Specially Designated Nationals and Blocked Persons List published by the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”) at https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx or are otherwise prohibited under U.S. law. A full list of the OFAC Sanctions Programs and Country Information is available at https://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.
If you post or submit any comments, questions, suggestions, ideas, or other feedback (collectively, “Feedback”) to the Site or to us through any communication whatsoever (e.g., call, fax, email): (i) you hereby grant to us all necessary rights to use your Feedback, including any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, without any attribution or compensation to you, and 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; (ii) 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; (iii) you acknowledge and agree that we are not obligated to keep your Feedback confidential; and (iv) you represent that your Feedback is entirely your original work.
ELECTRONIC COMMUNICATIONS NOTICE.
When you submit your email address to the Site or send emails to us, you are communicating with us electronically, and you consent to receiving communications from us electronically. We may communicate with you by email or by posting notices on the Site. You may update your information for notice purposes by logging into your Account. You agree that all agreements and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. In order to access any such communications, you must have a computer or other Internet-enabled device. In order to retain copies of any such communications, you must have a printer or data storage device. If you have a printer, you may print paper copies of any such communications for your own use. If you wish to withdraw your consent for us to communicate with you electronically, you must terminate your Account (if any) and you may not use the Site or Materials.
DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE.
If you are a copyright owner or a copyright owner’s agent and you believe any Materials or other content accessible on or from the Site infringes your copyright(s), then you may request removal of those materials (or access thereto) from the Site by following the rules of the DMCA, which require you to notify our designated copyright agent with the following information in writing:
a. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that you claim is infringed;
b. A description of the copyrighted work that you claim has been infringed;
c. Identification of the material that you believe to be infringing and a description of where the material that you claim is infringing is located on the Site (please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material);
d. Your name, and the address, telephone number, and/or email address at which you may be contacted;
e. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the Law; and
f. A statement that the information in the notification is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on behalf of the copyright owner whose copyright is allegedly infringed.
It is our policy to respond to notices of alleged infringement that comply with the DMCA. Accordingly, you understand that if you fail to comply with all of the requirements of the DMCA listed above, your notice may not be valid. We will promptly terminate without notice the accounts of users that are determined by us to be “repeat infringers.”
If any content that you submitted has been removed as a result of a notification as described above and you believe that such content was posted lawfully, please contact us about our counter-notification procedure through which you can dispute the allegation and request re-posting of the content at issue.
Our designated copyright agent to receive notifications and counter-notifications of claimed infringement can be reached as follows: firstname.lastname@example.org. This contact information is only for reporting alleged copyright and other intellectual property infringement claims. Contact information for other matters is provided elsewhere in these Terms.
DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER.
Please Read This Provision Carefully. It Affects Your Legal Rights.
By agreeing to the Terms, you agree to resolve any claim that you may have against us on an individual basis in arbitration and not in a court of law or before a judge or jury, except as expressly set forth below. Because you are agreeing to individual arbitration, you further agree not to proceed in any class, collective, or representative capacity against Philanthropy U, Inc., or to participate in or recover relief under any current or future class, collective, or representative action brought against Philanthropy U, Inc. by someone else, whether in arbitration or otherwise.
If you do not wish to be bound by this “Dispute Resolution and Arbitration; Class Action Waiver” provision (this “Provision”), you may opt-out without penalty by following the procedures detailed below.
This Provision facilitates the prompt and efficient resolution of any dispute, claim, or controversy, whether based in contract, statute, regulation, ordinance, tort – including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence – or any other legal or equitable theory, including with respect to the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below), that may arise between you and us (“Dispute”). Accordingly, as used herein, a “Dispute” is given the broadest meaning enforceable by Law and includes any claims against other parties relating to services or products provided or billed to you (such as our licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding.
You and Philanthropy U, Inc. agree that any Dispute shall be resolved by binding arbitration between you and Philanthropy U, Inc. in accordance with this Provision, and not in a court of law or by a judge or jury. To be clear, there is no judge or jury in arbitration, and court review of an arbitration award is limited.
YOU AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.
Pre-Arbitration Claim Resolution
For all Disputes, whether pursued in court or arbitration, you agree that you will first give us an opportunity to resolve the Dispute, by emailing to us at email@example.com the following information: (1)Your name, (2) Your address, (3) A written description of your claim; and (4) a description of the specific relief you seek. If we do not resolve the Dispute within 45 days after receiving your notification, then you may pursue that Dispute in arbitration. You may pursue that Dispute in a court only under the circumstances described below.
Right to Opt Out of this Arbitration Provision / Exclusions from Arbitration
Notwithstanding the above, you or we may choose to pursue a Dispute in court and not by arbitration if: (a) The dispute qualifies for initiation in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”). You may opt-out of this Provision by emailing us at firstname.lastname@example.org the following information: (1) Your name; (2) Your address; (3) A clear statement that you do not wish to resolve disputes with us through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with us. But, we do have to enforce the Opt-Out Deadline, so keep in mind that any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration or small claims court.
If this Provision applies and the Dispute is not resolved as provided above (Pre-Arbitration Claim Resolution), either you or we may initiate arbitration proceedings. The American Arbitration Association (“AAA”), www.adr.org, will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a class arbitration. With the exception of the enforceability of the Class Action Waiver clause below, all issues shall be for the arbitrator to decide, including the scope of this Provision.
For arbitration before AAA, for Disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action procedures or rules apply to the arbitration.
Because the Site and these Terms concern 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 the applicable statute of limitations or condition precedent to suit.
Arbitration Award – The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
Location of Arbitration – You or we may initiate arbitration in either San Francisco or the federal judicial district that includes your billing address. In the event that you select the latter, we may transfer the arbitration to San Francisco so long as we agree to pay any additional fees or costs which the arbitrator determines you incur as a result of the transfer.
Payment of Arbitration Fees and Costs – So long as you place a request in writing prior to commencement of the arbitration, we will bear the cost of any arbitration filing fees and arbitration fees for claims of up to $75,000, unless the arbitrator finds the arbitration claim by you to be frivolous or made in bad faith. For claims that total more than $75,000, the AAA Rules will govern payment of filing fees and arbitration fees. You are responsible for all other additional costs that you may incur in the arbitration including, but not limited to attorney’s fees and expert witness costs unless we are otherwise specifically required to pay such fees under applicable law. However, if you provide notice and negotiate in good faith with us as provided in the section above titled “Pre-Arbitration Claim Resolution” and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.
Class Action Waiver
Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and we specifically agree to do so following initiation of the arbitration. If you choose to pursue your Dispute in court by opting out of this Provision, as specified above, this Class Action Waiver will not apply to you. Neither you, nor any other user of the Site can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having opted-out as discussed above.
You understand and agree that by accepting this Provision in these Terms, you and we are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this Provision, you and we might otherwise have had a right or opportunity to bring disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided above, those rights are waived. Other rights that you would have if you went to court (e.g., the rights to both appeal and certain types of discovery) may be more limited or may also be waived.
If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision whose remainder will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the dispute will be decided by a court.
This Provision shall survive the termination of your account with us or our affiliates and your discontinued use of the Site and Materials. Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any change to this Provision (other than a change to the Notice Address), you may reject any such change and require us to adhere to the language in this Provision if a dispute between us arises.
REFUSAL OF SERVICE; TERMINATION.
We reserve the right to refuse or cancel service, terminate accounts, remove or edit content, or modify or discontinue all or any portion of the Site or Materials at any time, in our sole discretion, without notice to you. We may terminate, suspend, or modify your access to, registration with, or other use of all or any part of the Site or Materials, without notice to you, if you violate these Terms or you engage in any conduct that we, in our sole and absolute discretion, believe is in violation of any applicable Law or is otherwise harmful to the interests of us, any other user of the Site or Materials, or any third party.
GENERAL CALIFORNIA CONSUMER NOTICE.
Under California Civil Code Section 1789.3, California users may be entitled to the following consumer rights notice: If you have a question or comment about the Site or Materials, you may send us an email at email@example.com. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (916) 445-1254 or (800) 952-5210.
Certain violations of these Terms, as determined by us, may require immediate termination of your access to the Site and Materials, without prior notice to you.
The Federal Arbitration Act, California state law and applicable U.S. federal law, without regard to choice or conflicts of law provisions, will govern these Terms. Foreign laws and the United Nations International Conventions on the Sale of Goods (CISG) of 1980 shall not apply. Except for disputes subject to arbitration as described above, any disputes relating to these Terms or the Site or Materials will be heard in the courts located in San Francisco County, California.
We may sell, transfer or otherwise share some or all of our assets, including your personal information and Feedback, in connection with a merger, acquisition, reorganization or sale of assets or in the event of bankruptcy.
If any of these Terms are found by a court of competent jurisdiction to be invalid, then such term(s) shall be interpreted to reflect the intentions of the parties, and no other terms will be modified and the other provisions of these Terms shall remain in full force and effect. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THESE TERMS OR THE SITE OR MATERIALS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at: