Terms & Conditions
Progress Not Perfection
TERMS OF SERVICE
Last Updated: January 1, 2018
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, OBLIGATIONS AND REMEDIES. THESE INCLUDE VARIOUS LIMITATIONS, EXCLUSIONS, ASSUMPTION OF RISK, RELEASES, AND A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES.
For the purposes of these terms and conditions, the following definitions apply:
- “Company” means Progress Not Perfection LLC, Lauren Drain, “we”, “us”, “our”, and its directors, officers, employees, agents, contractors or representatives;
- “You” or “yours” refers to you, the person accessing the website, services, and agreeing to these terms and conditions;
- “Party” refers to a party to these terms and conditions and it includes that party’s successors, assigns, and administrators;
- “Terms” refers to these terms of service, which is a contract between you and Company for your use and access to the website and its services;
- “Site” refers to the website larendrain.com ;
- “Services” collectively refers to the Site or any of our services, including but not limited to our mobile application, training programs, nutritional guides, eBooks, personal training services, content, products, goods, services, promotions, software, technology, online forum, and any other materials that we may provide;
- “Forum” refers to the online forum where you and other users can communicate together, either on the Site or other 3rd party platforms (e.g. Facebook).
- “License” refers to the non-exclusive, non-transferable, non-assignable permission to use the Site and Services pursuant to the Terms;
- “Member Account” refers to the online account you register and create on the Site to access the Services.
- “Payment Services” refers to services such as card acceptance, merchant settlement, and payment processing;
- “Content” shall mean any text, graphics, images, music, software, audio, video, information or other materials.
- “Member Content” shall mean all training materials and Content that you post, upload, publish, submit or transmit to be made available through the Services.
- “Company Content” shall mean all Content that Company makes available through the Services, including any Content licensed from a third party, but excluding Member Content or Content posted by other users;
- “Collective Content” shall mean both Member Content and Company Content;
- “Third-Party Content” shall mean any links to third-party websites or resources;
Company provides an online platform that provides quality physical training programs, eBooks, nutritional guides, and access to the Forum. These Terms are a contract between you and Company and govern your access to and use of our Site and Services.
Certain areas of the Site and your access to or use of certain aspects of the Services may have terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and the terms and conditions posted for a specific area of the Services, the latter terms and conditions will take precedence with respect to your use of or access to such area of the Services.
- SCOPE OF LICENSE
By the virtue of these Terms, you are granted a non-exclusive, non-transferable, non-assignable license to personally access and use, for non-commercial purposes, the Site and the Services.
You may not use the contents of the Site, which include without limitation, the Company’s eBooks, personal training programs, and nutritional guides, on more than one computer system or device concurrently.
Full-scale reproduction of the Site’s contents is expressly prohibited.
The Services are intended solely for persons who are 18 years of age or older. Any access to or use of the Services by anyone under the age of 18 is expressly prohibited. By accessing or using the Services you represent and warrant that you are 18 years of age or older.
- USE OF SERVICES AND USER CONDUCT
These Terms govern your right to use and access the Services, which include without limitation, the Site, Forum, and/or any products or services acquired in relation to the Services and/or any links provided on the Site to other websites.
In downloading any content from the Site to your computer, you do not receive any ownership rights to such content and by downloading any content you agree not to use the content for any unlawful purpose and you agree that your use of the Site and/or Service is only for your personal use and not for any commercial or other use contrary to these Terms and our legal rights in respect to the Site, Forum, and/or the Services.
You understand and agree that you are solely responsible for compliance with any and all laws, rules, and regulations that may apply to your use of the Services. In connection with your use of the Services, you agree that you will not:
- violate any local, state, provincial, national, or other law or regulations, including without limitation those governing competition, advertising, consumer protection laws, privacy, obscenity, spamming, stalking, intellectual property rights and/or defamation in the United States and when accessed in another jurisdiction the laws of that jurisdiction, so far as the laws are not inconsistent, in which case you agree to be bound by the laws of the state of Nevada; all Content you post on the Services must also comply with all the foregoing laws and regulations.
- reproduce, exhibit, broadcast, distribute or otherwise exploit in person, publish, republish, print, upload to any third party, post on any social media site or forum, or distribute or modify or otherwise deal with any content in the Services in whatever format, personally or otherwise, and/or provide it, or any part of it, to a third party for commercial purpose that would otherwise infringe our intellectual property rights;
- rent, lease or lend it to a third party nor decompile, reverse engineer, modify or derive content from the Services and/or make it available over a network where it could be used by multiple devices at the same time;
- post threatening, harassing, defamatory, obscene, offensive, harmful or potentially harmful, hate mail or speech or facilitate others to commit such acts in whatever format;
- use, copy, store, or otherwise access the Services for any purposes that are not expressly permitted by these Terms;
- infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
- interfere with or damage the Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology; use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Services or Content;
- use the Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
- use the Services in connection with the distribution of unsolicited commercial e-mails or advertisements; or
- advocate, encourage, or assist any third party in doing any of the foregoing.
Company has the right, but not the obligation, to monitor all conduct on and Content submitted to or through the Services. Company further reserves the right, in its sole discretion, to: (i) alter, edit, remove, or refuse to post any content, in whole or in part in its sole discretion and/or to satisfy or comply with applicable laws, regulations and/or legal processes; or (ii) investigate and take appropriate legal action against anyone who violates these Terms, including removing the offending communication from the Services and terminating or suspending the accounts of such violators.
You are responsible for your own acts and omissions and you agree to hold harmless to the fullest extent permitted by law, Company for any and all claims, causes of action, and damages that arise from or result from your acts or omissions.
- ACCOUNT REGISTRATION
In order to access certain features of the Services you must first create a Member Account.
We will create your Member Account for your use of the Services based upon the personal information you provide to us. You may not have more than one (1) active Member Account. You agree to provide accurate and complete information during the Member Account registration process and to update such information to keep it accurate and complete. You agree that you will not disclose your Member Account password to any third party and that you will take sole responsibility for any activities or actions taken in connection with your Member Account, whether or not you have authorized such activities or actions. You shall immediately notify Company of any unauthorized use of your Member Account.
You agree to provide accurate and truthful details about yourself for the purposes of your registration to Services, which includes the Site and inclusion in the Forum, and we reserve the right to suspend or terminate your registration if we discover you have, at any time, provided inaccurate, incomplete or misleading personal information.
Once you register on the Site, you will be given access to the applicable Services.
Access to the information provided on the Services is for your sole use only.
Any password or right given to you to obtain access to your Member Account, the Services is not transferrable to any third party.
We reserve the right, at our sole discretion, to terminate your access to your Member Account and/or the Services if, in our opinion, you have failed to comply with any of the provisions of these Terms.
- FORUM MEMBERSHIP
You acknowledge that Forum membership provides for public communications.
To become a Forum member you agree to provide truthful, accurate personal details about yourself as required on the sign up page for the Forum.
You will use the Forum only for positive and supportive purposes, not post in violation of these Terms, or post or comment negatively or in terms that could or might be offensive or harmful to other users of the Forum or Services, and/or the employees or individuals representing the Services and/or Forum.
You will not use the Forum:
(a) for any unlawful, disrespectful, harmful, threatening, abusive or otherwise objectionable purpose;
(b) to infringe or violate the intellectual property rights of Company or any other member using the Forum or Services;
(c) to incite others to conduct the activities described in sub-paragraphs (a) & (b) above;
(d) to interfere with the lawful and reasonable use of the Forum by others; and
(e) to attempt to directly or indirectly, allow or facilitate a third party to enter the Forum through your registration.
If the Forum is on a third party platform (i.e. Facebook), you agree to also abide by that third party platforms terms and conditions.
Company reserves the right, at any time and without prior notice, to remove or disable your access to the Forum for any reason, including but not limited to actions that in Company’s sole discretion, considers objectionable, in violation of these Terms, or otherwise harmful to the Services.
- THIRD PARTY SERVICE PROVIDER
- INTELLECTUAL PROPERTY (“IP”) OWNERSHIP
The Services and Company Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Services and Company Content, including all associated intellectual property rights is the exclusive property of Company and its successors, assigns, and licensors. You will not remove, alter, or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Company Content.
Company may, in Company’s sole discretion, permit you to post, upload, publish, submit or transmit Member Content on or through the Services. You retain all of such ownership rights in all Member Content that you submit to or through the Services. Any Content other than your own Member Content is the property of the relevant uploader, and is or may be subject to copyright, trademark rights or other intellectual property or proprietary rights.
Company IP License
Subject to your compliance with these Terms, Company grants you a limited, non-exclusive, non-sublicensable, non-transferable and revocable license, to access and view the Company Content solely for your personal use only and not for commercial exploitation.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services or Company Content.
Member IP License
By making available any Member Content on or through the Services or provide to Company, you hereby grant to Company a worldwide, irrevocable, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, or by means of the Services. Company does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.
By making available any Member Content on or through the Services, you also grant a worldwide, non-exclusive, royalty-free, fully paid up, license to other users of the Services to view your Member Content for their personal, non-commercial purposes. Notwithstanding the foregoing, nothing in these Terms grants any rights to any other user of the Services with respect to any media, proprietary name, logo, trademark or service mark contained in any Member Content that you upload.
You represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Services or provide to Company or you have all rights, licenses, consents and releases that are necessary to grant to Company the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of such Member Content or Company’s use of such Member Content (or any portion thereof) on, through or by means of the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Liability for Member Content
You hereby acknowledge and agree that Company cannot and does not review Member Content, or Content posted by other users of the Services, and Company does not have any obligation, and may, but does not undertake or assume any duty to, monitor the Services for Member Content or other users’ Content that is inappropriate, offensive, harmful or potentially harmful, infringes or might infringe any third party rights, or has otherwise been uploaded in breach of these Terms or applicable law.
- THIRD-PARTY CONTENT
The Service may contain Third-Party Content. You acknowledge and agree that Company is not responsible or liable for: (i) the availability or accuracy of such Third-Party Content; or (ii) the content, products, or services on or available from such Third-Party Content. Links to such Third-Party Content do not imply any endorsement by Company of such Third-Party Content or the content, products, or services available from such Third-Party Content.
Additionally, you acknowledge and agree that if you follow a link or otherwise navigate away from the Services, these Terms will no longer govern your use of and access to such Third-Party Content. You should review the applicable terms and policies, including privacy and data gathering practices of any Third-Party Content provider to which you navigate from the Services. Your access and use of Third-Party Content is at your own risk. Company does not control such Third-Party Content, and is not responsible for the content of such Third-Party Content.
You acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of any Third Party Content.
Company may e-mail or provide you coupons, offers, and other specials from third parties (collectively, “Promotions”). Company is not responsible for the redemption, errors, omissions, or expiration of Promotions. All Promotions featured as a part of the Services are subject to change without notice and we have no control over their legality or the ability of any merchant to complete such Promotions.
Company is always looking for ways to improve our Services. We welcome and encourage you to provide us feedback, comments and suggestions for improvements to the Services by e-mailing us at [email protected].
If you provide Company feedback regarding the Services, you acknowledge that such feedback is not confidential and you authorize Company to use such feedback without restriction and without payment to you. Accordingly, you hereby grant to Company a nonexclusive, royalty-free, fully-paid, perpetual, irrevocable, transferable, and fully sublicensable right to use such feedback in any manner and for any purpose.
- TERMINATION AND MEMBER ACCOUNT CANCELLATION
You may cancel your Member Account at any time via the “Cancel Account” feature of the Services. Please note that if your Member Account is cancelled, we do not have an obligation to delete or return to you any Member Content you have posted to the Services, including, but not limited to, any reviews or feedback.
In addition, you understand and agree that, at any time and without prior notice, Company reserves the right to (1) deactivate and/or suspend your Member Account and/or (2) terminate your access to or use of the Services, in the event: (a) you create more than one (1) Member Account, (b) if any information provided during the registration process or thereafter proves to be inaccurate or incomplete, or (c) you have failed to comply with or have violated any of these Terms.
In the event Company terminates these Terms or your access to our Services, or deactivates your Member Account, or you cancel your Member Account, you will remain liable for all amounts due hereunder, if any.
Effect of Termination
Upon termination, all licenses granted by Company to you hereunder will terminate and you shall immediately cease using the Services. The following Sections of these Terms shall survive termination and remain effective: Section 9 (Intellectual Property), Section 10 (Third-Party Content), Section 11 (Feedback), Section 12 (Termination and Member Account Cancellation), Section 13 (Health Warning), Section 14 (Health Warranty), Section 15 (Assumption of Risk and Release of Liability), Section 16 (No Warranty), Section 17 (Limitation of Liability), Section 18 (Indemnification), Section 21 (Entire Agreement), Section 22 (Assignment), Section 23 (Controlling Law and Jurisdiction), Section 24 (Dispute Resolution), Section 25 (Remedies), Section 26 (General) and Section 27 (Contacting Company). In the event of account deletion for any reason, Member Content that you submitted to the Services may no longer be available. Company shall not be responsible for the loss of such Member Content.
- HEALTH WARNING
THE SERVICES OFFER HEALTH AND FITNESS INFORMATION AND ARE DESIGNED FOR INFORMATIONAL PURPOSES ONLY. NOTHING STATED OR POSTED ON OR THROUGH THE SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, MEDICAL ADVICE OR ASSISTANCE. YOU SHOULD NOT RELY ON ANY INFORMATION AVAILABLE THROUGH THE SERVICES AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT A PHYSICIAN OR OTHER HEALTH-CARE PROFESSIONAL. NEVER DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTH-CARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ THROUGH THE SERVICES. THE USE OF ANY INFORMATION PROVIDED THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK. COMPANY ENCOURAGES YOU TO SEEK APPROPRIATE MEDICAL ADVICE OR ASSISTANCE, AND A PHYSICAL EXAMINATION BY YOUR HEALTH CARE PROFESSIONAL BEFORE COMMENCING ANY OF THE SERVICES.
- HEALTH WARRANTY
YOU REPRESENT THAT YOU ARE IN GOOD HEALTH AND HAVE NO DISABILITY, IMPAIRMENT, INJURY, DISEASE, OR AILMENT, PREVENTING YOU FROM ENGAGING IN ACTIVE OR PASSIVE EXERCISE OR WHICH COULD CAUSE INCREASE RISK OF INJURY OR ADVERSE HEALTH CONSEQUENCES AS A RESULT OF EXERCISE. YOU AGREE TO ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SERVICES AND SHALL INDEMNIFY COMPANY TO THE FULLEST EXTENT PERMITTED BY LAW FROM AND AGAINST ANY AND ALL CLAIMS (AS DEFINED BELOW) ARISING FROM YOUR USE OF THE SERVICES.
- ASSUMPTION OF RISK AND RELEASE OF LIABILITY
YOU UNDERSTAND THAT YOUR USE OF ANY OF THE CONTENT OFFERED IN THE SERVICES MAY REQUIRE PHYSICAL EXERCISE OR FITNESS ACTIVITY THAT MAY BE STRENUOUS OR DIFFICULT. YOU ACKNOWLEDGE THE NATURE OF THE RISK OF THE PARTICULAR PHYSICAL EXERCISE OR FITNESS ACTIVITY AND THE STRENUOUS NATURE OF SUCH ACTIVITY.
YOU AGREE THAT IF YOU USE THE SERVICES TO ENGAGE IN PHYSICAL EXERCISE YOU ARE VOLUNTARILY PARTICIPATING IN THE AFOREMENTIONED ACTIVITIES, YOU DO SO AT YOUR OWN RISK, AND ASSUME THE RISK OF ANY AND ALL INJURY AND/OR DAMAGE WHATSOEVER, KNOWN OR UNKNOWN. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE ON BEHALF OF YOURSELF (AND ALL YOUR PERSONAL REPRESENTATIVES, HEIRS, EXECUTORS, ADMINISTRATORS, AGENTS AND ASSIGNS) TO FOREVER RELEASE AND DISCHARGE COMPANY FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION, KNOWN OR UNKNOWN, ARISING OUT OF YOUR USE OF THE SERVICES. THIS WAIVER AND RELEASE OF LIABILITY INCLUDES, WITHOUT LIMITATION, ANY INJURIES, PERSONAL PROPERTY DAMAGE, OR DEATH THAT MAY OCCUR AS A RESULT OF YOUR USE OR IMPROPER USE OF THE SERVICES, OR THE COMPANY’S NEGLIGENT SERVICES, WHICH INCLUDE WITHOUT LIMITATION, ANY INSTRUCTION, GUIDANCE, OR PERSONAL TRAINING.
- NO WARRANTY
TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, COMPANY EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. COMPANY MAKES NO WARRANTY THAT THE SERVICES OR COMPANY CONTENT, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTY AS TO ANY RESULTS OR OUTCOMES ASSOCIATED FROM YOUR USE OF THE SERVICES. YOU EXPRESSLY ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH THE SERVICES OR COMPANY CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
- LIMITATION OF LIABILITY
Incidental Damages and Aggregate Liability
IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE SERVICES, INCLUDING WITHOUT LIMITATION DAMAGES RELATED TO ANY INFORMATION RECEIVED FROM THE SERVICES, REMOVAL OF CONTENT FROM THE SERVICES, ANY LINKED WEB SITE OR USE THEREOF, OR IN CONNECTION WITH ANY TERMINATION OF YOUR ABILITY TO ACCESS THE SERVICES, FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF COMPANY, OR REPRESENTATIVES THEREOF, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. UNDER NO CIRCUMSTANCES WILL COMPANY’S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THESE TERMS OR THE USE OF THE SERVICES, EXCEED THE PRICE YOU HAVE PAID FOR THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
No Liability for Non-Company Actions
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, AND/OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON OR THROUGH THE SERVICES, OR TRANSMITTED TO OR BY ANY OTHER MEMBERS OR OTHER USERS OR ANY OTHER INTERACTIONS WITH OTHER MEMBERS OR USERS OF THE SERVICES, WHETHER ONLINE OR OFFLINE. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF OTHER MEMBERS OR OTHER USERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU.
YOU HEREBY EXPRESSLY AGREE NOT TO HOLD COMPANY LIABLE FOR THE ACTIONS OR INACTIONS OF ANY OTHER MEMBER OR OTHER THIRD PARTY OR FOR ANY INFORMATION, INSTRUCTION, ADVICE OR SERVICES FROM ANY OTHER MEMBER OR OTHER THIRD PARTY THAT ORIGINATED THROUGH THE SERVICES, AND, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN THEREFROM.
BY USING THE SERVICES, YOU AGREE THAT ANY LEGAL REMEDY OR LIABILITY THAT YOU SEEK TO OBTAIN FOR ACTIONS OR OMISSIONS OF OTHER MEMBERS OR OTHER THIRD PARTIES WILL BE LIMITED TO A CLAIM AGAINST SUCH OTHER MEMBERS OR OTHER THIRD PARTIES WHO CAUSED YOU HARM AND YOU AGREE NOT TO ATTEMPT TO IMPOSE LIABILITY ON, OR SEEK ANY LEGAL REMEDY FROM COMPANY WITH RESPECT TO SUCH ACTIONS OR OMISSIONS.
You hereby agree to defend, release, indemnify, and hold harmless to the fullest extent permitted by law, the Company from and against any and all liabilities, claims, demands, actions, losses, damages, and expenses (including, without limitation, attorneys’ fees and costs), personal injuries, property damage or death, in any way arising out of or in any way connected with (a) your access to or use of the Services; (b) your violation of these Terms; (c) the Member Content you upload; (d) your interaction with any other Member; and (e) your violation of any applicable laws.
You agree that the foregoing release, waiver, and indemnity sections are intended to be as broad and inclusive as permitted by the law in the State of Nevada and that if any portion thereof is held invalid, it is agreed that the balance shall, notwithstanding, continue in full legal force and effect. The foregoing release, waiver, and indemnity sections are not intended to release claims of gross negligence or intentional misconduct.
- REPORTING MISCONDUCT
If you observe any one acting or who have acted inappropriately, including but not limited to, anyone who (i) engages in offensive, harmful, violent or sexually inappropriate behavior, (ii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Company by contacting us with the relevant police station and report number connected to such complaint at [email protected], provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.
Company reserves the right, in its sole discretion, to modify the Services or to modify these Terms, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms. By continuing to access or use the Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the Terms, as modified. If the Terms, as modified, are not acceptable to you, your only recourse is to cease using the Services.
- ENTIRE AGREEMENT
You may not assign or transfer these Terms, by operation of law or otherwise, without Company’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Company may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
- CONTROLLING LAW AND JURISDICTION
These Terms, and any dispute between you and Company, will be interpreted in accordance with the internal and substantive laws of the State of Nevada, without regard to its conflict-of-law provisions, provided that the Federal Arbitration Act shall govern the interpretation and enforcement of the Arbitration Agreement in Section 24 (Dispute Resolution). You and Company agree to submit to the personal jurisdiction of a state court located in Clark County, Las Vegas, Nevada or a United States District Court located in Las Vegas, Nevada for any actions for which the parties 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 party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision below.
- DISPUTE RESOLUTION
Agreement to Arbitrate
The exclusive means of resolving any dispute or claim arising out of or relating to these Terms (including any alleged breach thereof) or the Services shall be binding arbitration administered by the JAMS under its applicable rules. You may not under any circumstances commence or maintain against Company any class action, class arbitration, or other representative action or proceeding.
By using the Services in any manner, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and Company. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JURY. You are entitled to a fair hearing before the neutral arbitrator. The arbitrator may award you the same damages as a court sitting in proper jurisdiction could, and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Costs of Arbitration
Payment of all filing, administration, and arbitrator fees will be governed by JAMS’s rules, unless otherwise provided in the agreement to arbitrate provided herein. You agree to reimburse Company for all fees it incurs in connection with the arbitration, including any filing, administration, and attorneys’ fees if Company prevails or if the arbitrator determines the claim(s) you assert in the arbitration are frivolous.
IF YOU COMMIT A BREACH OF THE COVENANTS, REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 4 THAT PERTAIN TO YOUR UNAUTHORIZED DISTRIBUTION, REPLICATION, COPYING, AND/OR SALE OF COMPANY IP, THEN YOU AND COMPANY AGREE THAT IT WOULD BE DIFFICULT TO DETERMINE THE VALUE OF SUCH BREACH AND ACCORDINGLY, YOU AND COMPANY AGREE THAT FOR SUCH BREACH COMPANY SHALL BE ENTITLED TO RECOVER AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, AN AMOUNT EQUAL TO TEN THOUSAND DOLLARS AND ZERO CENTS ($10,000.00USD) PER OCCURRENCE.
The failure of Company to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Company.
If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms, or a part thereof, unlawful, void or for any reason unenforceable, then such provision or part thereof shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions or parts thereof.
- CONTACTING COMPANY
If you have any questions about these Terms or the Services, please contact Company at [email protected].