If and to the extent your law firm, company, entity, or organization (collectively, the “Subscribing Organization”) has executed a separate subscription agreement with the Company (“Subscription Agreement”), in the event of a conflict between these Terms and the Subscription Agreement, the Subscription Agreement shall control.
If you are using or opening an account with Company on behalf of a Subscribing Organization, then you represent and warrant that you: (i) are an authorized representative of that entity with the authority to bind such entity to these Terms; (ii) have read these Terms; (iii) understand these Terms, and (iv) agree to these Terms on behalf of such Subscribing Organization.
IMPORTANT: THE SERVICE AUTOMATICALLY RENEWS. The SERVICE IS PROVIDED ON A SUBSCRIPTION BASIS. THIS MEANS THE FOLLOWING:
• (A)THE SERVICE WILL AUTOMATICALLY RENEW UNTIL YOU CANCEL IT. AFTER THE CONCLUSION OF YOUR 14-DAY FREE TRIAL, WE WILL BILL THE PAYMENT METHOD WE HAVE ON FILE FOR YOU AND WILL CONTINUE TO BILL YOU UNTIL YOU AFFIRMATIVELY CANCEL THE SERVICE; AND
• (B)YOU CAN CANCEL THE SERVICE WHENEVER YOU WANT. TO CANCEL, FOLLOW THE INSTRUCTIONS INCLUDED IN YOUR SIGNUP EMAIL AND/OR SEND AN E-MAIL TO HELP@ROSSINTELLIGENCE.COM. CANCELING WILL END AUTOMATIC RENEWALS OF THE SERVICE, BUT WE WILL KEEP ANY FEES WE HAVE ALREADY COLLECTED FROM YOU, UNLESS REQUIRED BY LAW TO RETURN THEM.
PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. PLEASE SEE SECTION 16.
1. License Grant
Subject to the terms and conditions of these Terms, Company hereby grants to you a limited, personal, revocable, non-transferable, non-exclusive license to use the Service in the manner contemplated by these Terms solely for your internal business purposes. Users shall have no right to sub-license or resell the Service or any component thereof. You acknowledge and agree that the Service is not necessarily prepared or compiled by persons licensed to practice law in a particular jurisdiction. Company is not engaged in rendering legal or other professional advice, and data you obtain through the Service is not a substitute for the advice of an attorney. If you require legal or other expert advice, you should seek the services of a competent attorney or other professional.
3. Modification of the Terms
Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time. You agree to review these Terms periodically for changes. When we change the Terms in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to these Terms. If any such revision is unacceptable to you, your only remedy is to terminate your User Account.
4. Eligibility; Termination
THE SERVICE IS NOT AVAILABLE TO PERSONS UNDER 18 YEARS OF AGE OR TO ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICE BY COMPANY. Company may terminate your account, delete any content or information that you have posted on the Service, discontinue displaying Personal Data, and/or prohibit you from using or accessing the Service (or any portion, aspect, or feature of the Service) for any reason or no reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under 18; provided, that if Company terminates your account or discontinues your access to the Service, Company will provide you a prorated reimbursement for unused Fees (as defined below) . You agree that any termination of your access to the Service or any account you may have or portion thereof may be affected without prior notice, and you agree that Company will not be liable to you or any third-party for such termination. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Company may have at law or in equity.
5. Account Activity Responsibility
5.1 User Accounts. In order to use certain aspects of the Service, you will have to register for the Service and create an account (“User Account”). When creating your account for the Service, you agree to provide true, accurate, current, and complete information, including, without limitation, payment information. You further agree to maintain and update your information as needed to keep it true, accurate, current, and complete. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your ID, password, or any credit, debit or charge card number), you agree to immediately notify Company. You may be liable for the losses incurred by Company or others due to any unauthorized use of your User Account.
5.2 Administrator Accounts. The person who first completes the Service registration on behalf of any Subscribing Organization is the initial “Administrator” for purposes of such Subscribing Organization’s use of the Service and exercises certain options to initially determine the level of access, privacy, and security for the Service related to the Subscribing Organization (“Administrator Account”). For example, the Administrator will determine who can be a User of the Service under the organization associated with that Administrator and Subscribing Organization and the level of privileges that such Users will possess. Once initial registration has been completed, each Subscribing Organization will be able to register additional Administrators (up to two per Subscribing Organization). Each Administrator may designate other Users as additional and/or successor Administrators, provided that each such Administrator is responsible for confirming that those person(s) accept such responsibility. Upon becoming an Administrator, each person will be deemed to agree to the obligations hereunder. In addition, any person designated as the billing contact in the Service billing record for a Subscribing Organization will be deemed to assume the rights and obligations of an Administrator. The initial billing contact for your Subscribing Organization will be the billing information provided by the initial Administrator during the Free Trial Period (as defined below). Administrator Accounts must comply in all respects with all terms and conditions applicable to User Accounts.
5.3 Account Information. You acknowledge and agree that Company may access, preserve and disclose your account information and related contents if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to your requests for customer service; or (d) protect the rights, property or personal safety of Company, its users, or the public.
5.4 Free Trial; Payments and Automatic Renewals. Subject to the below, the Service is a paid service. When you create a User Account, we will grant you access to the Service for a free trial period that begins on the date you create your User Account or initial Administrator Account and, unless otherwise stated, concludes on the 14-day anniversary of that date (the “Free Trial Period”). AFTER THE FREE TRIAL PERIOD EXPIRES, YOU WILL BE GIVEN THE OPTION TO ENTER A PAYMENT METHOD AND SIGN UP FOR A MONTHLY PAID (“MONTHLY SUBSCRIPTION”), QUARTERLY PAID (“QUARTERLY SUBSCRIPTION”) OR ANNUAL PAID SUBSCRIPTION (“ANNUAL SUBSCRIPTION”). WE WILL AUTOMATICALLY CHARGE A MONTHLY, QUARTERLY, OR ANNUAL SUBSCRIPTION FEE (“FEES”), DEPENDENT ON WHICH OPTION YOU SELECTED. THE FEES WILL BE CHARGED TO THE PAYMENT METHOD THAT YOU GAVE TO US ON SIGNING UP FOR A MONTHLY, QUARTERLY, OR ANNUAL SUBSCRIPTION (“PAYMENT METHOD”) WITHOUT ANY FURTHER ACTION BY YOU. For Subscribing Organizations, your recurring subscription amount will be calculated based on the number of users added or registered to your Subscribing Organization during the Free Trial Period. If the number of users registered to your Subscribing Organization changes during a subscription monthly, quarterly, or annual billing period, then your recurring subscription amount will be adjusted at the next monthly, quarterly, or annual billing period based on the new number of users registered to your Subscribing Organization. Unless you affirmatively cancel your User Account, you hereby authorize us to renew the Service automatically (i) on a monthly basis if you choose the Monthly Subscription; (ii) on a quarterly basis if you choose the Quarterly Subscription; or (iii) on an annual basis if you choose the Annual Subscription, and charge the Fees to your Payment Method. You must maintain accurate and up-to-date payment information. We assume no responsibility or liability if your access to the Service fails to renew or otherwise expires because of outdated or incorrect payment information. You may cancel your User Account or switch from a Monthly to Quarterly or Annual Subscription at any point by emailing us at firstname.lastname@example.org or the instructions included in your purchase confirmation email. If you cancel your User Account, your access to the Service will continue until the end of the month during which you canceled (if you are on a Monthly Subscription), the three-month anniversary of your Quarterly Subscription renewal date (if you are on a Quarterly Subscription) or date of your Annual subscription renewal (if you are on an Annual Subscription), at which point it will expire. Purchase and/or redemption of the Service is final and non-refundable; we will not issue you any refund, including partial, or pro-rated refunds, unless we cancel your User Account in accordance with Section 4 or if required to do so by law.
5.5 Free Access Programs. We may grant free access to the Service to select groups of users for any duration as determined in our sole discretion (“Free Access Programs”), such as our academic access program. In order to enroll in a Free Access Program, you must strictly comply with our written instructions, including without limitation using a designated sign up or enrollment portal for such Free Access Program and complying with any qualifications, conditions, rules, or restrictions with respect to such Free Access Program. We may modify or terminate any Free Access Program at any time in our sole discretion.
5.6 Group Buy Discount. If you or your Subscribing Organization has a Monthly, Quarterly, or Annual Subscription, you may invite others to become a User and join your group plan for the Service (“Group Buy Plan“). If an invitee becomes a paying User by purchasing either a Monthly, Quarterly, or Annual Subscription, the following applicable discount will apply to your (or your Subscribing Organization's) and each User’s Monthly, Quarterly, or Annual Subscription within the Group Buy Plan (each a “Group Discount”):
6. Restrictions. When using the Service you agree not to:
6.1 Infringe the patents, trademarks and trade dress, copyrights, and trade secrets, or any other intellectual property rights of ROSS or any third party;
6.2 Upload or transmit via the Service pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content;
6.3 Use the Service for any purpose that is unlawful or is otherwise prohibited by these Terms, including with respect to unsolicited emails or “SPAM”;
6.4 Use the Service in any manner that in our sole discretion could damage, disable, overburden, or impair it;
6.5 Attempt to gain unauthorized access to the Service, or any part of them, other User Accounts, computer systems or networks connected to the Service, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service;
6.6 Modify the Service in any manner or form, or use modified versions of the Service, including but not limited to for the purpose of obtaining unauthorized access to the Service;
6.7 Use any robot, spider, scraper, or other automated means to access the Service for any purpose without our express written permission, or bypass any measures we may use to prevent or restrict access to the Service;
6.8 Impersonate another person or access another User’s User Account without that User’s permission or to violate any contractual or fiduciary relationships;
6.9 Share Company-issued passwords with any third party or encourage any other User to do so;
6.10 Modify, adapt, translate or create derivative works based upon the Service;
6.11 Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Service, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
6.12 Rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Service to any third party; provide time sharing or similar services for any third party; or use the Service for any purpose other than your own internal business use;
6.13 Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Service, features that prevent or restrict use or copying of any content accessible through the Service or Service, or features that enforce limitations on use of the Service or Service;
6.14 Collect or harvest any Personal Information or other type of personally identifiable information, including account names, from the Service; or
6.15 Misrepresent the source, identity, or content of Personal Information.
7. User Data
7.1 Use of User Data. You hereby grant, and represent and warrant that you have all rights necessary to grant, all rights and licenses to the User Data required for Company and its subcontractors and service providers to provide the Service. Company shall have no right to sublicense or resell User Data, except however, that you agree that Company may collect, analyze, and use data derived from User Data, which may include Personal Data and/or information collected from or about an individual but which does not identify the individual personally, as well as data about you, and other Users’ access and use of the Service, for purposes of operating, analyzing, improving, or marketing the Service and any related services. If Company shares or publicly discloses information (e.g., in marketing materials, or in application development) that is derived from User Data, such data will be aggregated or anonymized to reasonably avoid identification of a specific individual or the User. By way of example and not limitation, Company may: (a) track the number of users on an anonymized aggregate basis as part of Company’s marketing efforts to publicize the total number of Users of the Service; (b) analyze aggregated usage patterns for product development efforts; or (c) use anonymous data derived from User Data in a form which may not reasonably identify either a particular individual or the User to develop further analytic frameworks and application tools. You further agree that Company will have the right, both during and after the term of these Terms, to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized, aggregated data.
7.3 Security Incidents. In the event that User Data is disclosed to or accessed by an unauthorized party, Company will promptly notify you and use reasonable efforts to cooperate with your investigation of the incident.
7.4 No Responsibility for Backups. Company will not be responsible for any backup, recovery or other steps required to ensure that User Data is recoverable in the case of data loss. You are solely responsible for backing up your User Data on a regular basis, and taking appropriate steps to safeguard and ensure the integrity of your User Data.
7.5 Rights to User Data. You own all right, title and interest (including all intellectual property rights) in and to your User Data.
7.6 Disclaimer. YOU ACKNOWLEDGE THAT COMPANY DOES NOT MANAGE OR CONTROL THE USER DATA THAT YOU ACCESS, STORE OR DISTRIBUTE THROUGH THE SERVICE, AND ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR THAT INFORMATION REGARDLESS OF WHETHER SUCH USER DATA IS TRANSMITTED TO OR BY YOU IN BREACH OF THESE TERMS. COMPANY MAKES NO WARRANTY WITH RESPECT TO SUCH USER DATA YOU MAY ACCESS, STORE OR DISTRIBUTE THROUGH THE SERVICE. IN PARTICULAR, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY MAKES NO WARRANTY THAT SUCH USER DATA WILL BE FREE OF ANY VIRUS, WORM, TROJAN HORSE, EASTER EGG, TIME BOMB, CANCELBOT, OR OTHER DESTRUCTIVE OR MALICIOUS CODE OR PROGRAMS. YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST COMPANY WITH RESPECT TO THIRD PARTY AND/OR USER DATA THAT YOU CHOOSE TO ACCESS, STORE OR DISTRIBUTE, THROUGH THE SERVICE.
8. Ownership; Proprietary Rights
The Service is owned and operated by Company. The visual interfaces, graphics, design, compilation, information, computer code, products, software, services, and all other elements of the Service provided by Company, but expressly excluding any of the foregoing owned or licensed by and posted to the Service at the direction of Users (including without limitation Personal Information) (“Materials”) are protected by intellectual property and other applicable laws. Except for any technology licensed by Company, which is owned by and provided by our third-party licensors, all Materials contained in the Service, including without limitation the intellectual property rights therein and thereto, are the property of Company or its subsidiaries or affiliated companies. All trademarks, service marks, and trade names are proprietary to Company or its affiliates and/or third-party licensors. Except as expressly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Materials or the intellectual property rights therein or thereto, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Company under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Company does not waive any rights to use similar or related ideas previously known to Company, or developed by its employees, or obtained from sources other than you.
9. Third-Party Sites, Third-Party Information
The Service may call the servers of or otherwise integrated into the Services other services or data solely at the direction of and as a convenience to Users, including, without limitation, third-party payment providers like Stripe (“Third Party Services”). Company makes no express or implied warranties with regard to the information, or other material, products, or services that are contained on or accessible through Third Party Services. Access and use of Third Party Services, including the information, material, products, and services on such sites or available through such services, is solely at your own risk
10. Security and Privacy Settings
We have implemented commercially reasonable technical and organizational measures designed to secure your Personal Information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your Personal Information for improper purposes. You understand that internet technologies have the inherent potential for disclosure.
11. Disclaimers; No Warranties
11.1 THE SERVICE AND ANY THIRD-PARTY DATA, SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY, ITS SUPPLIERS, LICENSORS, AND PARTNERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
11.2 COMPANY, ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
11.3 COMPANY, ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THIRD PARTY DATA, MATERIAL, OR DATA THROUGH THE USE OF THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH THIRD PARTY OR USER PROVIDED INFORMATION, MATERIAL, OR DATA. COMPANY WILL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE OR MAINTAIN ANY THIRD-PARTY OR DATA.
11.4 CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
12. Limitation of Liability
12.1 UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSSES OR LIABILITY RESULTING FROM LOSS OF DATA, LOSS OF REVENUE, ANTICIPATED PROFITS, OR LOSS OF BUSINESS OPPORTUNITY) THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE INFORMATION OR MATERIALS ON THE SERVICE, OR ANY OTHER INTERACTIONS WITH COMPANY, EVEN IF COMPANY OR A COMPANY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, COMPANY’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
12.2 IN NO EVENT WILL COMPANY’S OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, AGENTS’, OR THIRD-PARTY PARTNERS’, LICENSOR’S, OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION YOUR INTERACTIONS WITH OTHER USERS, (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM.
12.3 YOU ACKNOWLEDGE AND AGREE THAT COMPANY HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES (IF APPLICABLE), AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS), AND THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND COMPANY.
You agree to defend, indemnify and hold harmless Company and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Service, including any data or work transmitted or received by you; (b) your violation of any term of these Terms, including without limitation, your breach of any of the representations and warranties above; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (d) your violation of any law, rule or regulation of the United States or any other country; (e) any claim or damages that arise as a result of any of your Personal Information or any other data that are submitted via your account; or (f) any other party’s access and use of the Service with your unique username, password or other appropriate security code. You will have the right to control the defense, settlement, adjustment or compromise of any such claims, actions or proceedings by using counsel selected by you. Company will use reasonable efforts to notify you of any such claims, actions, or proceedings upon becoming aware of the same. This indemnification obligation shall not apply to claims, damages, obligations, losses, liabilities, costs or expenses arising from Company’s gross negligence or willful misconduct.
You hereby release and forever discharge Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Service (including any interactions with, or act or omission of, other Service users or any Third Party Services). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “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."
15. Location of the Service
The Service is controlled and operated from our facilities in the United States. Company makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the U.S. By using the Service, you are consenting to have your personal data transferred to and processed in the United States.
16. Governing Law; Arbitration; and Class Action/Jury Trial Waiver
16.1 Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY. For any dispute with Company, you agree to first contact us at email@example.com and attempt to resolve the dispute with us informally. In the unlikely event that Company has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in San Francisco County, California, unless you and Company agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Company from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property or other proprietary rights. EVERYONE AGREES THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS INTHE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.
16.2 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 WITHIN30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-OutDeadline”). You may opt-out of this Provision by emailing Us at ___ 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. We promise that Your decision to opt-out of this Arbitration Provision will not negatively affect 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 theOpt-Out Deadline will not be valid and You must pursue Your dispute in arbitration or small claims court.
16.3 Governing Law. You agree that: (a) the Service shall be deemed solely based in California; and (b) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Except for disputes subject to arbitration as described above, any disputes relating to these Terms, you agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that San Francisco County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings if the arbitration provision below is found to be unenforceable.
16.4 Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
17.1 Notice and Modifications. Company may provide you with notices, including those regarding changes to Company’s terms and conditions, by email, regular mail, or postings on the Service. Notice will be deemed given twenty-four hours after email is sent, unless Company is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Service. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Service is deemed given five (5) days following the initial posting. Company reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in these Terms. Company is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Company may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the bottom of this page and notify you that material changes have been made to the Agreement. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service.
17.2 Waiver. The failure of Company to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Company.
17.3 Severability. If any provision of these Terms, an Individual Service Agreement, or any Guideline is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions; except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
17.4 Assignment. These Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Company without restriction.
17.5 Survival. Upon termination of these Terms, any provision which, by its nature or express terms should survive, shall survive such termination or expiration.
17.6 Headings. The heading references herein are for convenience only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
17.7 Entire Agreement. These Terms, together with the Subscription Agreement (as applicable) including the agreements incorporated by reference, constitutes the entire agreement between you and Company relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change made by Company as set forth in these Terms.
17.8 Claims. YOU AND COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
17.9 Disclosures.The Service is offered by ROSS Intelligence, Inc., located at San Francisco, California, and can be reached via email at firstname.lastname@example.org or via phone at (415) 480-5153. If you are a California resident, (a) you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information; and (b) in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.The applicable Group Discount will be applied to your subscription in the next monthly, quarterly, or annual bill depending on the frequency of your current subscription. The Group Discount will apply immediately to the relevant subscription purchased by an invitee. If the number of Users within a Group Buy Plan increases above or decreases below the number of Users listed in the table above, the Group Discount will adjust accordingly for each User in the Group Buy Plan to reflect the applicable Group Discount rate for the new Group Buy Plan or the standard subscription (as applicable). For clarity, any changes to a Group Discount for an Annual Subscription due to an increase or decrease in the number of paying Users will be applied to such User(s) next annual bill.