Last updated: February 7, 2022
Welcome to Pollie (the ‘Site’), which is owned and operated by Pollie, Inc., a Delaware corporation (the “Company”, “we”, “us”, interchangeably).
- All visitors (“Site Visitors”) to the Company’s website located at http://www.Pollie.com/ (the “Site”);
- Anyone who downloads or uses (“Application Users”) the Company’s web or app-based software application (the “Application”);
- Anyone who enrolls for the Services of the Company as a patient (“Subscribers”).
Site Visitors, Application Users, and Subscribers are referred to collectively as “Users”. The Website and the Application are collectively referred to as “the Platform” and together with the Services (as defined below) and all content contained therein are referred to collectively as the “Resources” as further described in the User Agreement.
We reserve the right to change this User Agreement from time to time without notice by posting an updated copy of this User Agreement to the Site. You acknowledge and agree that it is your responsibility to review this User Agreement periodically to familiarize yourself with any modifications. Your continued use of this site after such modifications will constitute acknowledgment and agreement of the modified terms and conditions.
1. Responsible Use and Conduct
- Resources. By visiting our Website and accessing the information, resources, Services (as defined below), Application, products, and tools we provide for you, either directly or indirectly (hereafter referred to as “Resources”), you agree to use these Resources only for the purposes intended as permitted by (a) the terms of this User Agreement, and (b) applicable laws, regulations and generally accepted online practices or guidelines.
- Prohibited Usage. Wherein, you understand that:
- In order to access our Resources, you may be required to provide certain information about yourself (such as identification, contact details, etc.) as part of the registration process (the ‘Registration Information’), or as part of your ability to use the Resources. You agree that any information you provide will always be accurate, correct, and up to date.
- You are responsible for maintaining the confidentiality of any login information associated with any account you use to access our Resources. Accordingly, you are responsible for all activities that occur under your account/s.
- Accessing (or attempting to access) any of our Resources by any means other than through the means we provide, is strictly prohibited. You specifically agree not to access (or attempt to access) any of our Resources through any automated, unethical or unconventional means.
- Engaging in any activity that disrupts or interferes with our Resources, including the servers and/or networks to which our Resources are located or connected, is strictly prohibited.
- Attempting to copy, duplicate, reproduce, sell, trade, or resell our Resources is strictly prohibited.
- You are solely responsible for any consequences, losses, or damages that we may directly or indirectly incur or suffer due to any unauthorized activities conducted by you, as explained above, and may incur criminal or civil liability.
- We may provide various open communication tools on our website, such as blog comments, blog posts, public chat, forums, message boards, newsgroups, product ratings and reviews, various social media services, etc. You understand that generally we do not pre-screen or monitor content posted by users of these various communication tools, which means that if you choose to use these tools to submit any type of content to our website, then it is your personal responsibility to use these tools in a responsible and ethical manner. By posting information or otherwise using any open communication tools as mentioned, you agree that you will not upload, post, share, or otherwise distribute any content that:
- Is illegal, threatening, defamatory, abusive, harassing, degrading, intimidating, fraudulent, deceptive, invasive, racist, or contains any type of suggestive, inappropriate, or explicit language;
- Infringes on any trademark, patent, trade secret, copyright, or other proprietary rights of any party;
- Contains any type of unauthorized or unsolicited advertising;
- Impersonates any person or entity, including any Company employees or representatives.
We have the right at our sole discretion to remove any content that we feel in our judgment does not comply with this User Agreement, along with any content that we feel is otherwise offensive, harmful, objectionable, inaccurate, or violates any third-party copyrights or trademarks. We are not responsible for any delay or failure in removing such content. If you post content that we choose to remove, you hereby consent to such removal, and consent to waive any claim against us.
- Eligibility. This is a contract between you and the Company. You must read and agree to these terms before using the Company’s Services. If you do not agree, you may not use the Service or any of the Resources. You may use the Service only if you can form a binding contract with the Company, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. You are responsible for the acts of others utilizing your access to the Resources and will be held responsible for violations of the Service by persons who gain access to the Resources using your account or shared access. Any use or access to the Resources by anyone under the Minimum Age is strictly prohibited and in violation of this Agreement. The Resources are not available to any Users previously removed from the Service by the Company.
“Minimum Age” means the greater of (i) 18 years old or (ii) the age required by applicable law, if such law requires that you must be older in order for us to lawfully provide the Services to you without parental consent (including using of your personal data).
- Accountholder Responsibilities. You agree to: (1) use a strong password and keep it confidential and (2) not transfer any part of your Account. You are responsible for anything that happens through your Account unless you close it or report misuse. As between you and others (including your employer), your Account belongs to you. However, if the Services were purchased by another party for you to use, the party paying for such Service has the right to control access to and get reports, as applicable, on your use of such paid Service; however, they do not have rights to your personal Account.
- Reverse Engineering. You will not use the Resources to create a product or service with features that are substantially similar to or that re-create the features of another Company product or service.
2. Services and Payments
- Limited License. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, freely revocable license to use the Resources for your personal, noncommercial use only and as permitted by the features of the Service. The Company reserves all rights not expressly granted herein in the Resources and the Company Content (as defined below). The Company may terminate this license at any time for any reason or no reason.
- Payments. In exchange for the Services, Users agree to pay a fee (the “Fee”), in equal monthly installments for each such month of the Term (as defined below) at the beginning of each such month and in advance, in such amounts as set forth on the Pricing Sheet located in the Application and displayed upon sign up for the Services. Users who opt to pay the Fee for an entire Term in advance receive a discount off the total Fee for each such Term in such amounts as may be set forth by the Company in its sole and absolute discretion from time to time. The Fee entitles the User to access to the Services.
- Method of Payment. Payment shall be made through the Company’s payment processing provider. The Fee will be automatically charged to the payment method provided by a User and on file with the Company’s payment processing provider. The User is responsible for maintaining a current, valid payment method on file with the Company’s payment processing provider.
- Term and Renewal. Services are provided for a four-month term (the “Initial Term”). At the expiration of the Initial Term, Users who pay for the entire Term in consideration of the discount set forth in Section 2(b)(ii) will, at its option, be able to renew the term shall renew for a successive four-month period (each such period, a “Renewal Term” and together with the Initial Term, the “Term”). With respect to Users who pay monthly, the Initial Term shall automatically renew for successive one month Renewal Terms until the User informs the Company of its intent not to renew pursuant to Section 2(b)(v) below.
- Cancellation. A Subscriber may, prior to the end of each renewal term, cancel the subscription. Upon such notice, (i) Users who pay monthly will continue to have access to the Service for the duration of the then-current Term, and will not be billed for the duration of the Term, and (ii) Users who pay for the entire Term in consideration of the discount set forth in Section 2(b)(ii) will continue to have access for the then-current Term. In no event will any portion of the Fee in respect of such Term be prorated, discounted, or refunded. Thereafter, the Term will not renew and the User will not be charged for an additional Term.
- Additional Fees. Subscribers may, as part of the Services, schedule one or more virtual sessions with the Company’s providers (each such session, an “Appointment”) at such times and with such frequency as may be set forth by the Company from time to time and displayed in the Application upon sign up for the Services. The Subscriber may, at any time prior to each such Appointment, cancel the Appointment, provided however that, if the Subscriber cancels twelve (12) hours or less prior to the schedule time of the Appointment, the Company may charge the Subscriber a cancellation fee in such amounts as determined by the Company in its sole discretion.
3. Location of Service. The Service is controlled and operated from facilities in the United States. The Company makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
4. California Residents. The provider of services is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
5. Availability. We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
3. Termination of Use
- Generally. You agree that we may, at our sole discretion, suspend or terminate your access to all or part of the Resources with or without notice and for any reason, including, without limitation, breach of this User Agreement, and nonpayment of any Fees. Any suspected illegal, fraudulent or abusive activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities. Upon suspension or termination, your right to use the Resources we provide will immediately cease, and we reserve the right to remove or delete any information that you may have on file with us, including any Registration Information.
- Document Destruction. The Company will keep and retain information, data, and User Content you submit through the Application in accordance with the record retention policy of your respective academic institution or in accordance with applicable law, whichever is longer, after which time the Data will be (i) archived or (ii) deleted, in the Company’s sole discretion. If the Company elects to delete the data it will take reasonable efforts to delete, remove, or otherwise destroy any such Data in its possession.
- Litigation Hold. In the event the Company is served with any subpoena or request for documents or becomes aware of a governmental investigation or audit concerning the Company or a client thereof, or the commencement of any litigation against or concerning the Company or a client thereof, any further disposal of documents shall be suspended until shall time as the Company, with the advice of counsel, determines otherwise. The Company shall take such steps as is necessary to promptly inform all staff of any suspension in the further disposal of documents.
5. Company Proprietary Rights.
Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “the Company Content”), and all Intellectual Property Rights related thereto, are the exclusive property of the Company and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any the Company Content. Use of the Company Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place the Company under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, the Company does not waive any rights to use similar or related ideas previously known to the Company, or developed by its employees, or obtained from sources other than you.
The Service contains data, information, and other content not owned by you, such as credits offered by the Company (“the Company Property”). You understand and agree that regardless of terminology used, the Company Property represents a limited license right governed solely by the terms of this Agreement and available for distribution at the Company’s sole discretion. The Company Property is not redeemable for any sum of money or monetary value from the Company at any time. You acknowledge that you do not possess any rights of access or rights to data stored by or on behalf of the Company on the Company servers, including without limitation any data representing or embodying any or all of the Company Property. You agree that the Company has the absolute right to manage, regulate, control, modify and/or eliminate the Company Property as it sees fit in its sole discretion, in any general or specific case, and that the Company will have no liability to you based on its exercise of such right. All data on the Company’s servers are subject to deletion, alteration or transfer. Notwithstanding any value attributed to such data by you or any third party, you understand and agree that any data, User history and User content residing on the Company’s servers, may be deleted, altered, moved or transferred at any time for any reason in the Company’s sole discretion, with or without notice and with no liability of any kind. the Company does not provide or guarantee, and expressly disclaims, any value, cash or otherwise, attributed to any data residing on the Company’s servers.
6. Limitation of Liability.
- As-Is. By using our website, you understand and agree that all Resources we provide are “as is” and “as available”. Company makes no representations or warranties that:
- the use of our Resources will meet your needs or requirements;
- the use of our Resources will be uninterrupted, timely, secure or free from errors;
- the information obtained by using our Resources will be accurate or reliable; and
- any defects in the operation or functionality of any Resources we provide will be repaired or corrected.
Furthermore, you understand and agree that (i) any content downloaded or otherwise obtained through the use of our Resources is done at your own discretion and risk, and that you are solely responsible for any damage to your computer or other devices for any loss of data that may result from the download of such content, and (ii) no information or advice, whether expressed, implied, oral or written, obtained by you from the Company or through any Resources we provide shall create any warranty, guarantee, or conditions of any kind, except for those expressly outlined in this User Agreement.
- Warranties. Use of the Service is at your own risk. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from The Company or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, The Company, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Service.
Further, The Company does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and The Company will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
Federal law, some states, provinces and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under this Agreement will not apply to the extent prohibited by applicable law.
- Limitation of Liability. To the maximum extent permitted by applicable law, in no event shall The Company, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Service. Under no circumstances will The Company be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or your account or the information contained therein.
To the maximum extent permitted by applicable law, The Company assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; (vii) User Content or the defamatory, offensive, or illegal conduct of any third party; (viii) any act, omission, transaction, or exchange of services by and between Users; (ix) injury or harm resulting from or in connection with advice, counseling, or services to Subscribers. In no event shall The Company, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to The Company hereunder or $100.00, whichever is greater.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if The Company has been advised of the possibility of such damage.
Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this Agreement will not apply to the extent prohibited by applicable law.
- Indemnification. You agree to defend, indemnify and hold harmless the Company and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors (the “Indemnified Parties”), from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses including but not limited to attorney’s fees (each, a “Claim”) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) User Content or any content that is submitted by you including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Service with your unique username, password or other appropriate security code.
- Third-Party Content. This User Agreement does not apply to the websites or services of any other person or entity. We may provide, or third parties may provide, links to other worldwide websites or resources. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse (and are not responsible or liable for) any content, advertising, products, or other materials on or available from such websites or resources. You further acknowledge and agree that, under no circumstances, will we be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to you in connection with your use of, or reliance on, any content, advertisements, products or other resources available on any other website (regardless of whether we directly or indirectly link to such content, advertisements, products or other resources). You should direct any concerns with respect to any other website to that website’s administrator or webmaster.
- Security. The Company cares about the integrity and security of your personal information. The Company uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
- No Professional Advice. If the Service provides professional information (for example, legal or financial), such information is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any information contained in the Service. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.
- No Medical or Healthcare Advice. The Company or the Resources do not provide medical or health care advice or counseling. Any information related to health care or wellness which are included in the Resources are for general reference or informational purposes only and are not a substitute for the advice of a licensed healthcare professional. THE RESOURCES ARE NOT PROVIDED AS OR INTENDED TO FUNCTION AS A SUBSTITUTE FOR MEDICAL CARE OR TREATMENT. IF THE USER IS EXPERIENCING A MEDICAL EMERGENCY, THE USER SHOULD CONTACT 911 OR THEIR LOCAL EMERGENCY SERVICE PROVIDER AS SOON AS POSSIBLE.
The Company’s providers will assist you in developing skills to help you achieve your goals and offer explanations in relation to lab work, symptoms and health history. The Company may, in its sole discretion, engage or replace any provider with another provider and does not need to obtain your consent to do so. The services provided by our providers are not medical, mental health or any other type of health service. The services provided by our providers are not psychotherapy or mental health counseling. No diagnosis or treatment of, or advice regarding, any medical or mental health condition or illness will be offered. Services cannot substitute for, and are not an alternative to, medical, psychiatric, psychological, psychotherapy or other healthcare diagnosis and treatment if a medical or mental health condition or illness is present. You are advised to seek diagnosis, treatment, and advice regarding medical or mental conditions or illnesses from physicians practicing medicine, psychotherapists, psychologists and other licensed healthcare and mental health professionals. IF THE COMPANY BECOMES AWARE OF OR SUSPECTS ANY MENTAL CONDITIONS OR ILLNESS, THE COMPANY MAY, AT ITS SOLE DISCRETION, TERMINATE ALL OR ANY PORTION OF THE SERVICES. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH ADVISORS WHEN USING THE SERVICES.
- Apple Store Conditions. The following terms apply when you download the App from Apple, Inc.’s (“Apple”) App Store. These terms are in addition to all other terms contained in the Agreement.
- You acknowledge and agree that (i) the Agreement is concluded between you and the Company only, and not Apple; and (ii) the Company, not Apple, is solely responsible for the App and content thereof. Your use of the App must comply with the App Store Terms of Service.
- You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
- In the event of any failure of any of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the applicable App to you and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. As between the Company and Apple, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of the Company.
- You acknowledge that, in the event of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, as between the Company and Apple, the Company, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
- You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App against you as a third-party beneficiary thereof.
7. Intellectual Property
- Site Content. All content and materials available on the Site, including but not limited to text, graphics, website name, code, images and logos are the intellectual property of the Company, and are protected by applicable copyright and trademark law. Any inappropriate use, including but not limited to the reproduction, distribution, display or transmission of any content on this site is strictly prohibited, unless specifically authorized by the Company.
- Your Content. The Service allows Users to submit, post, display, provide, or otherwise make available content such as profile information, comments, questions, and other content or information (any such materials a User submits, posts, displays, provides, or otherwise makes available on the Service is referred to as “User Content”).
We claim no ownership rights over User Content created by you. The User Content you create remains yours. However, you understand that certain portions of the Service may allow other Users to view, edit, share, and/or otherwise interact with your User Content. By providing or sharing User Content through the Service, you agree to allow others to view, edit, share, and/or interact with your User Content in accordance with your settings and this Agreement. Company has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service.
By submitting, posting, displaying, providing, or otherwise making available any User Content on or through the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to the Company a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and the Company’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Service and under this Agreement.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
In connection with your User Content, you affirm, represent and warrant the following:
- You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
- You have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties.
- Your User Content and the Company’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
- The Company may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
- To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.
The Company takes no responsibility and assumes no liability for any User Content that you or any other User or third-party posts, sends, or otherwise makes available over the Service. You shall be solely responsible for your User Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that the Company shall not be liable for any damages you allege to incur as a result of or relating to any User Content
8. Dispute Resolution
- Disputes with Other Users. You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. The Company shall have no liability for your interactions with other Users, or for any User’s action or inaction.
- Arbitration. Any disagreement or dispute regarding or arising out of this Agreement, except a threat to or breach of Section 7 hereof (which threat or breach shall be subject to remedies at law or at equity in a court of competent jurisdiction, including but not limited to injunctive relief) shall be subject the following dispute resolution process. In the event of such a disagreement or dispute, the Parties shall first attempt to negotiate directly, in good faith, a resolution. Should the Parties not achieve resolution by such means, the Parties shall submit to third-party mediation by a reputable mediation service, or, if the Parties are unable to agree upon a mediator, by a mediator selected by the American Arbitration Association. If such mediation fails, the Parties may invoke arbitration. Such arbitration shall be held in Denver, Colorado and shall be conducted by an arbitrator agreed to by the Parties, or, if the Parties are unable to agree upon an arbitrator, by an arbitrator provided by the American Arbitration Association. The Company may require that such an arbitrator sign a certification stating that said arbitrator is not acquainted with either of the Parties or either of the Parties’ counsel.
- Attorney’s Fees. In the event the Company brings any action at law or at equity for the enforcement of any rights hereunder or in connection with any claim, controversy, or dispute arising from or in connection with this Agreement, the Company shall be entitled to collect from the Client, in addition to any damages, all costs, fees, and expenses incurred in such dispute, including but not limited to reasonable attorneys’ fees.
- Waiver of Jury Trial. EACH PARTY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTY OR ANY AFFILIATE OF SUCH OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT IT HAS RECEIVED THE ADVICE OF COMPETENT COUNSEL.
- Waiver of Class Action. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
9. DMCA Notice.
Since we respect artist and content owner rights, it is the Company’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify the Company’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
- An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that is claimed to be infringing and where it is located on the Service;
- Information reasonably sufficient to permit the Company to contact you, such as your address, telephone number, and, e-mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
- A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent:
Attn: DMCA Notice
Address: 1600 Broadway #1600, Denver, CO 80202
Phone: +1 855-947-5742
Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.
Please note that this procedure is exclusively for notifying the Company and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with the Company’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, the Company has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. the Company may also at its sole discretion limit access to the Service and/or terminate the Services of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
10. Miscellaneous Provisions.
- Governing Law. This Agreement and any claim or controversy arising hereunder or in connection herewith shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
- Jurisdiction and Venue. Subject in all ways to Section 8(b) hereof, each of the Parties irrevocably submits to the jurisdiction of any State or Federal court sitting in Denver, Colorado (collectively, the “Designated Courts”) for the enforcement of the final determination of any arbitration brought pursuant to Section 8(b) hereof and, as necessary, for the enforcement of any injunctive relief or enforcement with respect to the applicable provisions hereof. Each of the Parties further agrees that service of any process, summons, notice or other document by U.S. registered mail or email to such Party’s respective address as provided in connection with the Services shall be effective service of process for any action, suit or proceeding in the Designated Courts or in connection with any arbitration action with respect to any matters to which the Parties have submitted to jurisdiction as set forth herein. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any dispute, action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in any arbitration proceeding or court located in Denver, Colorado and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such arbitration proceeding or Designated Court that any such dispute, action, suit or proceeding brought in any such Court or arbitration proceeding has been brought in an inconvenient forum or venue.
- Severability. If any provision of this User Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.
- Assignment. We may assign our rights and obligations under this User Agreement. This User Agreement will inure to the benefit of our successors, assigns and licensees.
- Waiver. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of this User Agreement, or to exercise any right under this User Agreement, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.
- Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in Denver, Colorado the time period shall automatically be extended to the business day immediately following such Saturday, Sunday or legal holiday.
- Construction. In the event an ambiguity or question of intent or interpretation arises, this User Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation. Pronouns shall be deemed to refer to the masculine, feminine, and neutral and to the singular or plural as context requires. The section headings are included for convenience purposes only and shall not affect the meaning or construction of the substantive provisions hereof. The Recitals are incorporated into this Agreement by reference as if fully set forth herein. Each of the Company and you are referred to as a “Party” and together, the “Parties”.
11. Contact Information
If you have any questions or comments about this User Agreement as outlined above, you can contact us at: firstname.lastname@example.org