talktoo.ai

Audio Design Desk, Inc.

​

General Terms and Conditions for Makr.ai

​

‍Please read these terms and conditions and other documents referred to in this agreement (such as our Privacy Policy and Cookie Policy) carefully since it affects your legal rights.

​

These General Terms and Conditions ("Terms”, “Terms and Conditions") apply when you use the products and services of Audio Design Desk, Inc. (“Audio Design Desk”, “Company”, “we”, “our”, “us”) or our affiliates, including Makr.ai and our other software, tools, data, documentation, and website (“Services”). By using our Services, you agree to these Terms, our Privacy Policy, and Cookie Policy (“Agreements”). Our Privacy Policy explains how we collect and use personal information.

​

If you (“User”) do not agree with (or cannot comply with) Agreements, then you may not use the Services. These Terms apply to all visitors, users and others who access or use the Services. You must be at least 13 years old to use the Services; if you are under 18, you must have permission of a parent or legal guardian’s to use the Services; and if you use the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf.

​

Audio Design Desk reserves the right, at its full discretion to make changes to these Terms at any time. The “Last Updated” date indicates when these Terms were last changed. Unless otherwise stated, the amended Terms will be effective immediately, and any continued use of our Services after any such update to the Terms will confirm your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Service.

​

1. Registration and Access

In some instances, you will be required register or create an account before using those certain Services.  In the event registration is required, you will be prompted before accessing those Services.  You must provide complete and accurate information as requested in the registration process and must maintain and update all information provided as required to keep it current, complete and accurate. Any failure to do so may result in deletion of your account and you may be prohibited from further use of the Services. You may not make your access credentials or account available to others outside your organization, and you are responsible for all activities that occur using your credentials (each, an “Authorized User”). You agree to maintain (and will ensure that your Authorized Users maintain) the security and confidentiality of usernames and passwords. You are responsible for any and all activities that occur in connection with your account, and you agree to immediately notify us of any unauthorized use of your account or any breach of security related to your account or the Services. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claims, including trademark rights, in those usernames. We reserve the right to prevent the use of a username for any reason, including without limitation, that, in our sole discretion, is offensive, vulgar, obscene, or violates or is subject to the rights of any person other than you without appropriate authorization.  We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.

 

By creating an account to use our Services, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing at [INSERT].

​

2. License

Usage Rights. We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services in accordance with these Terms. You will comply with these Terms and all applicable laws when using the Services. We and our affiliates own all rights, title, and interest in and to the Services.

Restrictions and Limitations. These Terms do not grant you the right to: (a) license, sublicense, sell, resell, rent, transfer, assign, distribute or otherwise commercially exploit or make the Services, or any portion thereof, available to any third party, except as expressly permitted herein and subject to the terms set forth in these Terms; (b) reverse engineer, disassemble, or decompile the Services or any other software required for use in connection with Company or otherwise attempt to discover the source code for, or any trade secrets related to, the Services; (c) remove any copyright, trademark or other proprietary notices from Company, or any component thereof; (d) modify, alter or create any derivative works of the Services or any component thereof; € reproduce or distribute the Services or copy any ideas, features, functions, or content thereof, except as expressly permitted under these Terms; (f) where applicable, represent or claim that output and/or content created in connection with the Services was human generated, when such output/content was created by the Services or AI;  or (g) use the Services, or any component thereof, for any purposes other than as expressly permitted herein. All rights not expressly granted in these Terms are reserved by us.

​

3. Content

User Content Rules. Users of the Services may create, provide, store and share content, data, audio files, images, video files, text, information, and other items (collectively, the “User Content”) including for use in connection with projects User creates using the Services (collectively the “Projects”). You are solely responsible for your User Content, and we are neither responsible nor liable for any User Content or for the use, availability, deletion, correction, destruction, damage, or loss thereof. You may post or otherwise share only User Content that you have all necessary rights to post or share on the Services. You will not create, upload, transmit, publish or otherwise use, on or in connection with the Services, any User Content that: (a) infringes upon or violates the rights of any third party including any copyright, trademark, trade secret, or other intellectual property rights, rights of publicity, rights of privacy, or contract rights; (b) is illegal, defamatory, obscene, pornographic, vulgar, indecent, lewd, offensive, threatening, abusive, harmful, inflammatory, deceptive, false, misleading, or fraudulent; (c) promotes hatred, discrimination, bigotry, racism, harassment, violence or harm against any individual or group; (d) violates, or encourages any conduct that would violate, any applicable laws, rules or regulations or give rise to any civil liability; (e) contains any viruses, corrupted data or other harmful, disruptive or destructive files; (f) restricts, interferes with or inhibits any other person from using or enjoying the Services; (g) that is directed to children under 16, contains any protected health information, or contains any nonpublic personal information from a financial institution; (h) contains any unsolicited promotions, political campaigning, advertising or solicitations; (i) in our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying the Services; or (l) that would otherwise expose us or any third party to liability, special regulations, or harm of any kind. We reserve the right to delete or block access to any User Content at any time and for any reason in its sole discretion, including if it receives any notices or otherwise believes that such User Content may be in violation of these Terms or may otherwise violate the rights of, or cause any harm or liability of any kind to, us or any third party. In addition, this Section 3 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.

​

License to User Content. We claim no ownership rights in your User Content. You hereby grant to us a perpetual, irrevocable, nonexclusive, royalty-free, sublicensable, fully paid, worldwide license to create derivative works from, access, reproduce, distribute, process, publish, display, perform, adapt, modify, analyze, and otherwise use the User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you or a third party to provide, maintain, and improve the Services; provided that our use of any Projects you create is subject to the usage limitations and confidentiality obligations set forth in Section 9 below.

​

User Conduct Rules. In using the Services, you must at all times comply with all applicable laws, rules and regulations, as well as these Terms. All rights not expressly granted in these Terms are reserved by us. You are solely responsible for your conduct and agree not to use the Services other than for its intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying and using the Services or that could damage, disable, disrupt, overburden or impair the functioning of the Services in any manner, including without limitation, stalk, intimidate, threaten, or otherwise harass or cause discomfort to other users,  send distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes, or harvest or otherwise collect or disclose information about other users without their consent. You shall not (a) use the Services for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity; (b) create, upload or share images that are hateful, harassing, violent, self-harming, sexual, shocking, deceptive, or otherwise cause harm or spread misinformation; (c) mislead about AI involvement when sharing images;  (d) circumvent or attempt to circumvent any filtering, security measures or other features we may from time to time adopt to protect us, the Services, its users or third parties; (e) use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from the Services; (f) develop or use any applications that interact with the Services without our prior written consent; (g) distribute or enable any malware, spyware, adware or other malicious code; and (h) reverse engineer, disassemble, or decompile any aspect of the Services or otherwise attempt to discover the source code for, or any trade secrets related to, the Services.

​

You acknowledge and agree that we are not liable in any manner for the conduct of other users of the Services.

​

Copyright Complaints. We have the utmost respect the intellectual property of others and take the protection of intellectual property very seriously, and we ask all users of the Services to do the same. Infringing activity is not be tolerated on or through the Services.  If you believe that your intellectual property rights have been infringed, please send notice to the address below including all of the information listed in the bullet points below. We reserve the right to (a) remove material that we believe in good faith, upon notice from an intellectual property owner or their agent, is infringing the intellectual property of a third party by being made available through the Services, and (b) remove any User Content posted to the Service by those deemed "repeat infringers." A “Repeat Infringer” is a user of the Services that has uploaded User Content and for whom we have received more than two take down notices compliant with the provisions of 17 U.S.C. § 512(c).  We further reserve the right to take down any User Content at any time if, at our sole discretion, we determine that a user is a repeat infringer or violates these Terms.

​

Audio Design Desk, LLC
[ADDRESS]
[ADDRESS]
Attn: Copyright Agent
copyright@add.app

​

Written claims concerning copyright infringement must include the following information:

​

• A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest;

• A description of the copyrighted work that you claim has been infringed upon;

• A description of where the material that you claim is infringing is located on the site;

• Your address, telephone number, and e-mail address;

• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

​

If you believe a notice has been improperly filed, or wish to dispute a DMCA Notice, you may submit a counter notification.  Please see www.copyright.gov for more information.

​

4. Fees and Payment

Subscriptions and Billing. Some of our Services require payment.  In the event payment is required, you will pay all fees (“Fees”) according to the prices and terms of the applicable paid Services as shown on the applicable webpage, or as communicated prior to signing up(“Subscription(s)”), unless otherwise agreed between us in writing. You will be billed in on a periodic recurring basis, as applicable (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription. We reserve the right to correct errors to the Fees, even if we have already issued an invoice or received payment. It is your obligation to provide complete and accurate billing information, including a valid and authorized payment method. We will charge your payment method on an agreed-upon periodic basis, but we reserve the right to reasonably change the date on which the charge is posted. You authorize Audio Design Desk and its affiliates, and our third-party payment processor(s), to charge your payment method for the Fees. If your payment cannot be completed, we will provide you written notice and may suspend access to the Services until complete payment of any applicable Fees is received. Fees are payable in U.S. dollars and are due upon invoice issuance. Payments are nonrefundable except as provided in these Terms.

​

Your Subscription will automatically renew at the end of each Billing Cycle under the same conditions unless cancelled prior to the next invoice. You may cancel your Subscription renewal either through your online account management page or by contacting Audio Design Desk customer support team.

​

Taxes. Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments (“Taxes”). You are responsible for all Taxes associated with your purchase, and we may invoice you for such Taxes. If we determine that we have a legal obligation to collect any sales Taxes from you in connection with the Fees, we shall collect such Taxes in addition to the payments required, as described above. In the event any Services are subject to any Taxes in any jurisdiction and you have not remitted the applicable Taxes to us, you agree to timely pay such Taxes to the relevant authority and provide us with documentation showing the payment, or additional evidence that we may reasonably require. You shall be responsible for any related penalties or interest to the relevant taxing authority and agree to indemnify Audio Design Desk for any liability or expense Audio Design Desk incurs in connection with such Taxes.

​

Price Changes. We reserve the right to change pricing of our Services at any time and at our sole discretion.  We may change our prices by posting notice to your account and/or to our website. Price increases will be effective as of the date listed in the notice, or 14 days after they are posted, except for increases made for legal reasons, which will be effective immediately. Any price changes will apply to the Fees charged to your account as of the first Billing Cycle after the effective date of the changes.

​

Free Trial. Audio Design Desk may, at its sole discretion, offer a free trial for a limited period of time (“Free Trial”). You may be required to enter your billing information in order to sign up for Free Trial, however, you will not be charged until the Free Trial has expired. On the first day following the expiration of the Free Trial, unless the Subscription is cancelled, you will be automatically be charged the applicable.

​

At any time and without notice, Audio Design Desk reserves the right to (i) modify the Terms of Service of the Free Trial offer, or (ii) cancel such Free Trial offer.

​

6. Ownership

The Services and all content and materials, including without limitation, designs, text, graphics, videos, information, audio, design, trademarks, products, services, and other elements and the look and feel of the Services contained therein (“Intellectual Property”), other than any User Content (as defined herein), are owned by, and the sole proprietary property of, Audio Design Desk or our licensees. No title to or ownership of the Services or any content and materials and proprietary rights associated with them is transferred to you by your use of the Services or by these Terms. Except as expressly authorized by Audio Design Desk, you may not make use of any of Audio Design Desk’s Intellectual Property.

​

7. Feedback

In the event that you provide us with any questions, comments, suggestions, opinions, observations, usage information, or feedback on the Services, including ideas for improvements, enhancements and other changes (collectively the “Feedback”), you agree that Audio Design Desk and is the sole owner of all Feedback, including all patent, copyright, trademark, trade secret and other intellectual property rights contained therein or later derived. If necessary, you grant Audio Design Desk a perpetual, irrevocable, non-exclusive, worldwide, fully-paid, royalty free, transferrable right and license to use, reproduce, display, adapt, modify, and create derivative works of, and otherwise exploit the Feedback in any manner and for any purposes.  Such Feedback may be used, in whole or in part, without any notice or attribution, payment or other compensation, to you. You hereby assign to us all right, title and interest you may have in and to all Feedback.

​

8. Third Party Websites and Services

The Services may contain links to third-party websites or services that are not owned or controlled by Audio Design Desk, Inc. You agree that you access these third-party websites or services at your own risk. The Service and website is integrated with third party applications, websites and other services.  These third-party applications may have their own terms, and your use of such third-party services will be subject to the applicable terms and conditions. We may also use third-party service providers to monitor and analyze the use of our Services.  For more information on the use of these third-party service providers, please see our privacy policy.

​

YOU ACKNOWLEDGE AND AGREE THAT AUDIO DESIGN DESK 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 OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD-PARTY WEB SITES OR SERVICES, AND THE RISK OF INJURY FROM SUCH THIRD PARTY WEBSITES REMAINS WITH YOU.WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY THIRD-PARTY WEBSITES OR SERVICES THAT YOU VISIT.

9. Confidentiality, Security, and Data Protection

9.1 Confidentiality. Through your use of the Services, you may have access to Confidential Information of Audio Design Desk, its affiliates and other third parties. You may use Confidential Information only as needed to use the Services as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using no less than a commercially reasonable degree of care. Confidential Information means nonpublic information that Audio Design Desk or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using the Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Audio Design Desk and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.

​

9.2 Security. You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact Audio Design Desk and provide details of the vulnerability or breach.

​

9.3 Processing of Personal Data. If your use of the Services involves processing of personal data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you represent to us that you are processing such data in accordance with applicable law. If you are governed by the GDPR or CCPA and will be using Makr.ai for the processing of “personal data” as defined in the GDPR or “Personal Information,” please contact [INSERT] to execute our Data Processing Addendum.

10. Termination

These Terms take effect upon your first use of the Services and shall remain in effect indefinitely until terminated.  Upon any termination of your right to access or use the Services, you will cease all use of the Services, and we will delete all of the User Content that may be stored in connection with the Services. You are solely responsible for making backup copies of any User Content.  Notwithstanding any of these Terms, we reserve the right, without notice and in our sole discretion, to terminate or suspend your account and your license to use the Services, and to block or prevent future your access to and use of the Services at any time with or without cause.  

​

11. Indemnification

You will defend, indemnify, and hold harmless us, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use or misuse of the Services, including User Content, violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right including, without limitation, in connection with any use of User Content, and products or services you develop or offer in connection with the Services, breach of these Terms, or violation of applicable law. Audio Design Desk reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification, without limitation of your indemnification obligations with respect to the matter, and you will cooperate with our defense of those claims.

​

12. Disclaimer of Warranties

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE BEING PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITH NO REPRESENTATION OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR ARISING BY LAW, INCLUDING WITHOUT LIMITATION REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, SUITABILITY, PERFORMANCE, SECURITY, ACCURACY OR COMPLETENESS OF THE SERVICES. AUDIO DESIGN DESK EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT REPRESENT OR WARRANT THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR ACHIEVE ANY PARTICULAR RESULTS; (B) ANY CONTENT, DATA, ANALYSIS OR REPORTS WILL BE ACCURATE OR RELIABLE; (C) MINOR ERRORS OR DEFECTS WILL BE CORRECTED; (D) THAT THE SERVICES WILL BE UNINTERRUPTED OR FREE FROM BUGS, ERRORS, OMISSIONS OR INTERRUPTIONS; OR (E) THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES.YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES.

​

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

​

13. Limitation on Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT WILL AUDIO DESIGN DESK BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF DATA, LOST REVENUES, LOST BUSINESS OPPORTUNITIES OR OTHER ECONOMIC ADVANTAGE, FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THESE TERMS OR THE OPERATION, USE OF, OR INABILITY TO USE THE SERVICEs, EVEN IF WE HAVE BEEN ADVISED OR MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL OUR AGGREGATE LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMSOR ANY OF OUR ACTIONS IN CONNECTION THEREWITH, OR YOUR USE OF OR INABILITY TO USE THE SERVICES, EXCEED THE COMPENSATION YOU PAY, IF ANY, TO US FOR ACCESS TO OR USE OF THE SERVICES. THE LIMITATIONS SET FORTH IN THIS SECTION 13 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

​

14. Binding Arbitration; Class Waiver; Waiver of Trial by Jury

UNLESS YOU OPT OUT, AS SET FORTH BELOW, YOU AGREE TO THE ARBITRATION AND CLASS ACTION WAIVER PROVISIONS BELOW. PLEASE READ THIS SECTION CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH US AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

Except claims and disputes in connection with these Terms or the use of the Services that can be resolved informally or in small claims court, you agree to resolve any claims relating to the Services and/or these Terms through final and binding arbitration, unless you opt out of these arbitration terms, as set forth herein. For any dispute that you have against us, you agree to first contact us and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to us by email at [INSERT] and/or by certified mail addressed to [INSERT]. The Notice must (a) include your name, address, email address, and telephone number; (b) a description of the Dispute; and (c) set forth the specific relief sought. If we are unable to resolve the dispute within sixty (60) days, you may bring a formal proceeding as described below.   

​

Arbitration Rules. Arbitration will be initiated through JAMS. Disputes involving claims, counterclaims, or requests for relief under $250,000, not inclusive of attorneys' fees and interest, shall be subject to JAMS's most current version of the Streamlined Arbitration Rules and procedures available at https://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS's most current version of the Comprehensive Arbitration Rules and Procedures, available at https://www.jamsadr.com/rules-comprehensive-arbitration/.  The arbitration will be conducted by a single, neutral arbitrator. Arbitration proceedings will be held in Los Angeles, California. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

​

Any dispute in connection with the Services or these Terms must be filed within one year after the relevant claim arose; otherwise, the dispute is permanently barred, which means that you and we will not have the right to assert the claim.

​

Authority of the Arbitrator. The arbitrator will decide the rights and liabilities, if any, of you and us, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and these Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

​

Waiver of Jury Trial. YOU HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes will be resolved by arbitration under this Section.. In the event any litigation should arise between you and us in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

​

Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS SECTION MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. Notwithstanding any other provision in these Terms, in the event that this subparagraph is deemed invalid or unenforceable, neither party is entitled to arbitration and instead all claims and disputes will be resolved in a court located in Los Angeles County, California.

​

Confidentiality. The arbitration will allow for the discovery or exchange of non-privileged information relevant to the dispute. No part of the procedures will be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order or unless required by law. Notwithstanding the foregoing, no party will be prevented from submitting to a court of law any information necessary to enforce this Section, to enforce an arbitration award, or to seek injunctive or equitable relief.

​

Opt-Out - You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this arbitration provision by writing to us at Attn: Legal, [INSERT] Telephone Number: [INSERT] E-Mail Address: [INSERT]. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 15.

​

15. General Terms

These Terms set forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersede all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions and understandings, written or oral, with respect to such subject matter and all past dealing or industry custom. Neither party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner or partner of the other party, and the relationship between the parties will only be that of independent contractors. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. Notwithstanding any other provisions of these Terms, Sections 3 (Content), 6 (Ownership), 7 (Feedback), 8 (Third Party Websites and Services), 9.1 (Confidentiality), 10 (Termination), 11 (Indemnification), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Binding Arbitration; Class Waiver; Waiver of Trial by Jury), 15 (General Terms), 16 (Governing Law and Venue), and 17 (Modifying and Termination the Services) and all other provisions of the Terms which by their nature should survive termination shall survive termination, shall survive any expiration or termination of these terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.”   If any provision of these Terms are invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled. Neither these Terms nor any right or duty under these Terms may be transferred, assigned or delegated by you, by operation of law or otherwise, without the prior written consent of us, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer or assign these Terms or its rights and duties under these Terms without your consent. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision.

​

16. Governing Law and Venue

‍The validity, construction, performance and of these Terms shall be governed and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law.  Both parties irrevocably and unconditionally agree that the exclusive jurisdiction and venue of any action brought in connection with these Terms shall be in the courts of the State of California (and any court of appeal) in the County of Los Angeles, or the applicable federal courts sitting in Los Angeles California, and Company and User waives any right to object to an action being brought in those courts, including on the basis of an inconvenient forum or such courts not having proper jurisdiction.

​

17. Modifying and Terminating the Services

We may modify or stop providing any and all features of the Services at any time. You also have the right to stop using the Services at any time. We are not responsible for any loss or harm related to your inability to access or use the Services.

​

18. Waiver and Severability

No waiver by Company of any of the provisions of the Terms is effective unless set forth in writing and signed by Company.  No failure or delay of Company in exercising any right under these Terms shall constitute a waiver of that right.

​

If any provision of the Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

​

19. Acknowledgement

BY USING SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND AGREE TO BE BOUND BY THEM.

​

20. Notices

All notices in connection with the Terms must in writing. We may notify you using the registration information you provided, or the email address associated with your use of the Services. Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post.  Please email us your feedback, comments, or requests for technical support at [INSERT].‍‍