Company Terms of Service

1. Your Acceptance

1. By accessing or using any Service (defined in Annex B below) you agree to be bound by these terms of service (referred to in this document as the “Agreement”). If you do not agree to the terms of this Agreement, you must not use the Services. This Agreement applies to all users of the Services, unless a separate agreement has been entered into between us and you. Our Data Processing Addendum may also apply to your use of the Services, if you are a business or enterprise customer.
2. Your personal data will be processed in accordance with our Privacy Policy, which can be found at https://napsterai.com/privacy. You should review our Privacy Policy before accessing or using the Services.
3. Note that Company does not give business customers the same rights as consumer consumers. Where a term applies only to a business or consumer, this is clearly stated below. You are a business customer if you are buying products wholly or mainly for use in connection with your trade, business, craft or profession (even if you are an individual).
4. U.S. USERS: THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT AND A WAIVER OF CLASS ACTION AND JURY TRIAL IN SECTION 15 BELOW, APPLICABLE TO ALL U.S. USERS.
   
   ‍YOUR CONTINUED USE OF THE SERVICES IS SUBJECT TO YOUR CONTINUED COMPLIANCE WITH THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT USE THE SERVICES.
   
   ‍CONTINUED ACCESS AND USE OF THE SERVICES AFTER CHANGES HAVE BEEN MADE TO THIS AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE REVISED AGREEMENT THEN IN EFFECT. YOU AGREE THAT YOU WILL REVIEW THIS AGREEMENT PERIODICALLY AND THAT YOU SHALL BE BOUND BY THIS AGREEMENT AND ANY MODIFICATIONS TO IT.

2. Changes to this Agreement

1. We may amend this Agreement on 30 days’ written notice to you. Continued use of the Services after the effective date constitutes your acceptance of the updated terms.
2. Where we amend this Agreement or the Services for legal or safety reasons, we may do so without providing written notice.

3. Account Registration & Eligibility

1. If you are using the Services on behalf of a company, partnership, or other legal entity with which you are associated (“Organization”), you represent that you have the authority to accept the terms of this Agreement on behalf of that entity. When accepting this Agreement, you agree to it on your own individual behalf and on behalf of the Organization (and its affiliates) for whose benefit you are using the Services. In this Agreement, “you” shall mean the person using the Services and the Organization on whose behalf the person is using the Services.
2. You must be at least 18 years old  and capable of forming a binding contract to use the Services.
3. Some features of the Services do not require a download however in order to access the Services, you will need to create an account. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Company immediately of any breach of security or unauthorized use of your account. By creating an account, you represent and warrant to us that you have not previously been suspended or removed from the Services and your use of the Services is in compliance with all applicable laws and regulations.
4. Although Company will not be liable to you for any losses caused by unauthorized use of your account, you may be liable for the losses of Company or others due to such unauthorized use.

4. Account Termination Policy

1. Company may suspend or terminate your right to submit Content or your access to the Services if you are reasonably believed to be a repeat infringer of the intellectual property rights of third parties.
2. Company reserves the right to decide whether your use of the Services violates this Agreement and may at any time, without prior notice and in its sole discretion, remove your Content from the Services and/or terminate your account.

5. Licences & Intellectual Property Rights

1. You hereby grant (or warrant that the owner of such information and material has expressly granted) Company a worldwide, non-exclusive, royalty-free, perpetual, fully paid-up, irrevocable, and sub-licensable license to use, reproduce, modify, prepare derivative works of (including translations and adaptations), communicate, perform and distribute your Content through any means or channel, in order to provide, maintain and improve the Services. You shall not upload or otherwise make available on or through the Services any Content protected by copyright, trademark, or other proprietary right of any third party without the express written permission of the owner of such right(s).  
   
   U.S. Users also hereby grant (or warrant that the owner of such information and material has expressly granted) Company a worldwide, non-exclusive, royalty-free, perpetual, fully paid-up, irrevocable, and sub-licensable license to use, reproduce, modify, prepare derivative works of (including translations and adaptations), communicate, perform and distribute any outputs produced as a result of your use of the Services.  
2. To the extent you provide specific suggestions, comments or feedback (whether orally or in writing) relating to the Service (“Feedback”) to us and we decide to incorporate such Feedback in the Service, you hereby transfer and assign to Company any and all rights title and interest in and to such Feedback.
3. You grant to Company permission to publicize the fact that you are a customer and use the Services and your Content and intellectual property in Company’s sales, marketing and general promotion of its company and services. You grant to Company a non-exclusive, royalty-free, worldwide, perpetual right and license to use your name in such publicity.
4. The Services and all names, logos, text, designs, graphics, trade dress, characters, interfaces, code, software, images, sounds, videos, photographs, and other content appearing in or on the Services are Company’s (or its licensors’) exclusive intellectual property. No intellectual property rights are granted to you in relation to your use of the Services, except as expressly set out in this Agreement. You agree that you will not use or exploit the Service or any Content, or any intellectual property rights in them, except as expressly permitted in this Agreement.
5. Subject to your compliance with the terms of this Agreement, Company hereby grants to you a personal, limited, non-exclusive, non-transferable license to use the Services strictly in accordance with the terms of this Agreement. Reverse-engineering, decompiling, modifying, or attempting to extract the source code of the software used in the Services is prohibited.
6. You shall be solely responsible for your Content and the consequences of submitting and publishing your Content on the Services. You warrant and represent that you own or have the necessary licenses, rights, consents or permissions to submit and publish any Content on the Services.

6. Acceptable Use & Conduct

1. While using the Services, you are required to comply with all applicable statutes, orders, regulations, rules, and other laws. You may not use the Services for any fraudulent or unlawful purpose, and you may not take any action to interfere with the Services or any other party’s use of the Services. In addition, we expect users of the Services to respect the rights and dignity of others. Further, you must comply with our acceptable use policy, which is set out at Annex A and may be updated from time to time. Violation of this section is a material breach and may result in immediate suspension or termination of your access to the Services.
2. Company has the right (but not the obligation) to monitor your use of the Services (including your Content) for compliance with our acceptable use policy and delete Content and outputs in its sole discretion.

7. Third Party Terms

1. Company Services integrate with third-party services (e.g., Zoom) to automate the uploading of media assets. Your use of any third-party service may be subject to a third-party provider’s terms and conditions, intellectual property restrictions and privacy policy and may involve the disclosure or transfer of information from or about you to that third-party provider.
2. You acknowledge and agree that Company is not responsible for the availability of any third-party services and 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 you use of or interaction with any third-party services. Processing and retention of data from third-party services may also be subject to the privacy policies and terms of use of those third-party services.

8. Voice, Image & Recording Consent

1. Certain features on the Services capture your voice and/or likeness, as further described in our Privacy Policy. You agree that you will only enable these features or otherwise upload Content, including but not limited to any voice, image, facial, or recording data, where you are the person depicted in the Content, or if others are depicted in the Content, you represent that you have obtained all authorizations  and proper rights necessary under applicable law or prior contractual commitments from the persons depicted for their likeness to be uploaded to the Services and that they have been provided with a copy of our Privacy Policy.

9. Service Limitations

1. Company utilizes generative artificial intelligence (“AI”) technology to provide, enhance and improve the Services. This technology is still experimental and evolving and there may be instances where AI within the Services may not function as intended, experience performance limitations, or produce unexpected, fictitious, incorrect, or offensive outcomes, people, places or facts, which do not represent the views of Company. By using our Services, you acknowledge and accept that the use of AI comes with inherent risks, and we cannot guarantee flawless performance.
2. You agree that Company will not be held responsible for any issues, errors, loss or damages arising from your use of AI within the Services. You remain solely responsible for verifying any output from the Services before relying on it and you should not rely on outputs from AI within the Services as a sole source of truth or factual information, or as a substitute for professional advice.
3. You must not use any Artifacts relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them. Any Artifact regarding those topics is provided for informational purposes only and is not a substitute for advice from a qualified professional. Artifacts created by our Services do not constitute medical treatment or diagnosis. Company will have no liability for any recommendations made to potential users as part of the Services or its use through any third party services.
4. If Artifacts reference any third-party Services or products, it does not mean the third party endorses or is affiliated with Company.
5. You may not use Artifacts to develop machine learning models or related technology.

10. Fees & Payment

1. Terms regarding fees and payment will be provided to you when you place an order with us or within the relevant order form. U.S. Business customers should refer to order forms for full terms regarding autorenewals, cancellations, and additional fees.
2. Company may use a third-party payment processor to process your payment information, including your payment card data. Be aware that you may be subject to the third-party processor’s terms and your information may be subject to their privacy practices.  
3. For U.S. users, Company reserves the right to deny a refund and/or issue a credit to your Account in place of a refund in Company’s sole discretion and determination.
4. For U.S. users, if Company is legally required to collect tax on orders, the tax amount will be added automatically to your purchase price. On rare occasions an error in Company’s tax database may cause the sales tax charge to be incorrect. If this happens, at any time up to two years from your date of purchase, you may contact Company for a refund of tax overcharges. This right to a refund is your exclusive remedy for sales tax errors.

11. Termination of this Agreement

1. Either party may terminate this Agreement immediately upon notice for: (i) material breach incapable of cure or (ii) material breach capable of cure after 30 days’ notice and opportunity to cure. U.S. users may otherwise terminate their accounts at the end of the term described in the relevant order and termination will take effect at the end of the current billing period unless your termination notice is received by us fewer than ten (10) days before the end of the billing period in which case the termination will take effect at the end of the following billing period.
2. Company may terminate this Agreement upon if you: (i) breach the AUP; or (ii) make any voluntary arrangement with your creditors or (being a company) become subject to an administration order or go into liquidation (otherwise than for the purpose of amalgamation or reconstruction), or a receiver, administrator or administrative receiver is appointed, of any of your property or assets, or you cease, or threaten to cease, to carry on business.
3. In the event of termination, for U.S. Businesses, Sections 12 (Warranty and Disclaimer), Sections 13 (Limitation of Liability), Sections 14 (Indemnity), and Section 14 (For U.S. Users – Dispute Resolution) shall survive termination.

1. Company can withdraw or amend the Services, in whole or in part, and/or terminate this Agreement at any time without giving notice to you, for any or no reason at all. If Company does this, you can terminate your provision of the Services before the changes take effect and receive a refund, if any is owed and in Company’s sole discretion, for any Services you have paid for in advance.
2. Company can suspend the supply of the Services, in whole or in part, at any time without notice, for any or no reason at all. Company may do this to: (i) deal with technical problems or make minor technical changes; (ii) update the Services to reflect changes in relevant laws and regulatory requirements; or (iii) make changes to the Services.  
3. In the event of termination, for U.S. Consumers, Sections 12 (Warranty and Disclaimer), Sections 13 (Limitation of Liability), Sections 14 (Indemnity), and Section 14 (For U.S. Users – Dispute Resolution) shall survive termination.

12. Warranty and Disclaimer

1. YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND YOUR USE THEREOF. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE USE, ACCURACY, VALIDITY, RELIABILITY, OR COMPLETENESS OF THIS SITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (I) ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES.
2. CERTAIN JURISDICTIONS ALLOW FOR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY FITNESS FOR PURPOSE, MERCHANTABILITY, COMPATIBILITY AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL IMPLIED OR EXPRESS WARRANTIES OR REPRESENTATIONS RELATING TO THE SERVICES.

1. Certain jurisdictions provide consumers with cancellation rights within 14 days of entering into a contract for the receipt of certain goods, services or digital content. You hereby acknowledge that these rights will be waived where the goods, services or digital content are delivered or otherwise utilized during this 14 day period. Nothing in this Agreement is intended to restrict any cancellation rights available under applicable consumer laws.

13. Limitation of Liability

1. Nothing in this Agreement is intended to limit or exclude Company’s liability where this is not permitted by applicable laws.
2. FOR U.S. USERS, EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 13 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, YOU AGREE THAT YOUR SOLE REMEDY IS TO DELETE YOUR ACCOUNT. IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY ARISING OUT OF YOUR USE OF THE SERVICES EXCEED U.S. FIFTY DOLLARS (US $50.00). THIS LIMITATION SHALL APPLY TO ANY AND ALL LIABILITIES OR CAUSES OF ACTION HOWEVER ALLEGED OR ARISING, INCLUDING NEGLIGENCE, BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER CLAIM WHETHER IN TORT, CONTRACT, OR EQUITY.
2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY LOSS OF PROFITS, LOSS OF GOODWILL OR ANY OTHER INTANGIBLE LOSS (INCLUDING DAMAGES FOR INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES) OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) STATUTE OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SUCH PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.

1. Company is responsible for losses you suffer caused by us breaking this Agreement unless the loss is: (i) unexpected (i.e. it was not obvious that it would happen and nothing you said before we accepted your order meant we should have expected it, so in law the loss was unforeseeable); (ii) caused by a delaying event outside Company’s control; or (iii) avoidable (i.e. you could have avoided it by taking reasonable action).
2. FOR U.S. USERS, COMPANY AND AFFILIATES, SUBSIDIARIES, DIVISIONS AND RELATED COMPANIES AS WELL AS COMPANY AGENTS, SUPPLIERS, SERVICE PROVIDERS, AND RETAILERS (COLLECTIVELY, THE “RELEASEES”) WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OR THE INABILITY TO USE THE SERVICES OR EXTERNAL LINKS, INCLUDING BUT NOT LIMITED TO DAMAGES CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, OR ANY COMPUTER VIRUS OR FAILURE. RELEASEES WILL ALSO NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF DATA OR PROFITS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RELEASEES ALSO SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ACTS, OMISSIONS OR CONDUCT OF ANY USER OR OTHER THIRD PARTY. REGARDLESS OF THE PREVIOUS SENTENCES, IF COMPANY IS FOUND TO BE LIABLE, COMPANY’S LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE GREATER OF THE ACTUAL TOTAL AMOUNT RECEIVED BY COMPANY FROM YOU IN THE SIX (6) MONTHS PRECEDING THE CLAIM, OR THE LOWEST LIABILITY LIMITATION ALLOWED BY APPLICABLE LAW.

14. Indemnity

1. You will be responsible to pay for any losses caused to Company as a result of any breach of your obligations under this Agreement. U.S. users agree to indemnify, defend, and hold Company and the Releasees and all of Company’s directors, officers, employees, agents, shareholders, successors, assigns, and contractors harmless from and against any and all claims, damages, suits, actions, liabilities, judgments, losses, costs (including without limitation reasonable attorneys’ fees), or other expenses that arise directly or indirectly out of or from (i) your breach of any provision of this Agreement; (ii) your activities in connection with the Services; or (iii) Content or other information you provide to Company through the Services. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Company, and you agree to cooperate with Company’s defense of these claims. Company will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

1. You hereby indemnify and hold Company and its subsidiaries, affiliates, directors, officers, managers, employees, donors, agents and licensors harmless from third‑party claims, damages, obligations, losses, liabilities, costs, debts, and expenses arising out of (i) your use of the Services; (ii) your breach of this Agreement, (iii) infringement, violation or misappropriation caused by your Content; (iv) any claim your Content caused damage to a third party; (v) unauthorized biometric uploads; or (vi) actions the AI on the Services performs on your instruction. Additionally, U.S. users shall defend Company against third parties alleging failure to comply with applicable law, gross negligence, intentional misconduct, or fraud.
2. If any third party brings a claim against you, or notifies you of an intention to do so, and that claim may reasonably be considered likely to give rise to a liability under the indemnity above, you shall: (i) as soon as reasonably practicable give written notice of the claim to Company, specifying the nature of the claim in reasonable detail; and (ii) allow Company, at its own cost and absolute discretion (without limiting your indemnification obligations with respect to that matter), to conduct all negotiations and proceedings in relation to the claim and to settle or compromise the claim, provided that Company may not settle the claim without your prior written consent (not to be unreasonably withheld, conditioned or delayed). You must give Company reasonable information, assistance and cooperation in responding to and defending the claim. You must not admit any liability, or make any settlement or compromise in relation to the claim without Company’s permission.

15. Governing Law & Jurisdiction

1. Where required by applicable laws, this Agreement and all disputes that may relate to the Agreement shall be governed by the laws of the country in which you reside.
2. If you live in the EU, nothing in this Agreement shall override mandatory local laws or jurisdiction provisions. You can access the European Commission’s online dispute resolution platform at https://ec.europa.eu/consumers/odr/. The interpretation and enforcement of the arbitration section for U.S. consumers is governed by the Federal Arbitration Act.

1. This Agreement and all disputes that may relate to the Agreement shall be governed by the laws of the State of New York, without regard to conflict‑of‑law principles. Exclusive jurisdiction and venue for any disputes that arise from this Agreement lie in the state or federal courts located in New York County, NY. You and Company agree that any cause of action arising out of or related to the Services must commence within one (1) year after the cause of action accrues, otherwise such cause of action is permanently barred.

16. For U.S. Users – Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. ARBITRATION USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY, ALLOWS FOR MORE LIMITED DISCOVERY THAN IN COURT, AND IS SUBJECT TO VERY LIMITED REVIEW BY COURTS. YOU MAY CHOOSE TO BE REPRESENTED BY A LAWYER IN ARBITRATION OR PROCEED WITHOUT ONE. THIS ARBITRATION PROVISION SHALL SURVIVE TERMINATION OF THIS AGREEMENT. IF, HOWEVER, EITHER THE CLASS ACTION WAIVER OR COORDINATED CLAIMS PROVISION BELOW ARE FOUND INVALID, THEN THE SPECIFIC INVALID PROVISION WILL BE UNENFORCEABLE AND WILL BE SEVERED AND THE REMAINDER OF THE ARBITRATION PROVISIONS WILL REMAIN IN FULL FORCE.

1. BINDING ARBITRATION CLAUSE: NOTWITHSTANDING THE FOREGOING, YOU AND COMPANY AGREE THAT IN THE EVENT A DISPUTE OR CONTROVERSY ARISES BETWEEN THE PARTIES UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICES, SUCH DISPUTE SHALL BE SUBMITTED TO ARBITRATION BY A SINGLE ARBITRATOR APPOINTED BY THE AMERICAN ARBITRATION ASSOCIATION WHICH ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH AND GOVERNED BY ITS THEN-CURRENT COMMERCIAL ARBITRATION RULES. THE ARBITRATOR SHALL HAVE THE RIGHT TO AWARD ATTORNEYS’ FEES. ANY SUCH ARBITRATION SHALL BE CONDUCTED IN NEW YORK, NEW YORK. IF THE ARBITRATOR FINDS THIS LOCATION TO BE UNREASONABLY BURDENSOME TO YOU, A NEW LOCATION MAY BE SELECTED OR ARBITRATION MAY BE CONDUCTED OVER THE PHONE, USING VIDEO CONFERENCING, OR SIMILAR. THE PARTIES SHALL SHARE EQUALLY THE COSTS AND EXPENSES OF ANY SUCH ARBITRATION. JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING COMPETENT JURISDICTION. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Reasonable discovery will be allowed during arbitration in accordance with these rules. Any arbitration arising out of or related to this Agreement shall be conducted in accordance with the procedures and rules set forth at https://www.adr.org/.
   
   ‍ If you believe you have a dispute with Company, prior to initiating arbitration, you must first contact Company and present your claim or dispute to allow Company the opportunity to resolve the claim or dispute. Similarly, if Company believes it has a dispute with you, Company will first contact you in an attempt to resolve the dispute. If the dispute cannot be resolved this way and either you or we intend to seek arbitration, the party wishing to initiate arbitration must send to the other party a written notice of the claim (“Notice”). Your Notice to us must be delivered by certified mail and addressed to Company using the address provided on the Services. If Company initiates arbitration, it will send a written Notice to an email address or other contact information you have previously provided, if available. Company may also use any other means to contact you, including a message in your Account. A Notice, whether sent by you or by Company, must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. If you and Company do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or Company may commence an arbitration proceeding. Arbitration forms can be downloaded from https://www.adr.org/.  
   
   In the event arbitration awards you damages of an amount at least US$100.00 greater than our last documented settlement offer, we will pay your awarded damages or US$2,500.00, whichever is greater.
2. CLASS ACTION WAIVER: AS LIMITED BY APPLICABLE LAW, YOU AGREE THAT ANY CLAIMS OR ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR COMPANY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU AND COMPANY ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ARBITRATION OR CLASS ACTION.
   
   Further, unless both you and Company agree otherwise, the arbitrator may not consolidate more than one person's claims with your or Company’s claims respectively, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void, and shall be severed from the remainder of this Agreement. The arbitrator 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
3. JURY TRIAL WAIVER: YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY.
   
   The parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.

17. Miscellaneous

1. Neither party can give up a right under this Agreement unless it is done in writing.
2. If a court invalidates some of this Agreement, the rest of it will still apply.
3. This Agreement shall conYou can only transfer your rights under this Agreement to a third party if Company agrees to the transfer. Company can transfer this Agreement with you as part of a merger or sale of Company, so that a different organization is responsible for supplying the Services.stitute the entire agreement between you and Company concerning the Services.
4. This Agreement shall constitute the entire agreement between you and Company concerning the Services.
5. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement. 
6. Company reserves the right to amend this Agreement at any time and without notice, and it is your responsibility to review this Agreement for any changes. You agree that Company may notify you of the updated Agreement by posting it on the Service, and that your continued use of the Service following any amendment of the Agreement will constitute your acceptance of any modified terms and conditions.
7. For U.S. users, any information, statements, opinions, or other information provided by third parties and made available on the Services are those of the respective author(s) and not Company. Company does not guarantee the validity, accuracy, completeness or reliability of any opinion, advice, service, offer, statement, or other third-party content on the Services. Company may provide on the Services, solely as a convenience to users, links to websites, social media pages, mobile applications, or other services operated by other entities. If you click these links, you will leave the Services. If you decide to visit any external link, you do so at your own risk, and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. Company does not make any warranty or representation regarding, or endorse or otherwise sponsor, any linked websites, services, platforms, or the information appearing thereon or any of the products or services described thereon. Links do not imply that Company is legally authorized to use any trademark, trade name, logo, or copyright symbol displayed in or accessible through the links; or that any linked website, platform, or service is authorized to use any of Company’s trademarks, logos, or copyright symbols.  
8. It is understood and agreed that, notwithstanding any other provisions of this Agreement, actual or threatened breach of the confidentiality, trade secret, intellectual property or license limitation provisions of this Agreement by you, your users, or anyone you permit access to the Service, will cause Company irreparable damage for which recovery of money damages would be inadequate, and that Company shall be entitled to file suit in the courts above or any other court of competent jurisdiction to obtain timely injunctive relief to protect its rights under this Agreement without the requirement of posting bond or other security in addition to any and all remedies available at law. Further notwithstanding any other provisions of this Agreement, in the event such a suit is filed and not dismissed, the court shall have sole jurisdiction over the parties for all issues that may arise, whether or not related to injunctive relief.
9. Company is not liable for interruptions or delays to any Services that are caused by force majeure or other events outside of Company’s absolute control, including without limitation: war (whether declared or undeclared), fire, extreme weather, flood, accident, act of terror, governmental orders, cyber-attacks, natural disasters, public health emergency or epidemic, destruction of network facilities or transportation infrastructure, lockout or any other labor disruptions.

18. Contact Us

If you have questions, you may contact us at the address below or through our Contact Us webform:

Attention: Customer Support
609 Greenwich Street, 4th Floor
New York, NY 10014, USA