Terms of Use

   Please review these terms and conditions of use carefully before using the Pitch Genius website, applications, classes, camps, or other programs. 

            This Terms of Use (these “Terms”) states the terms and conditions upon which Pitch Genius Co, LLC, a California limited liability company (“we” or “us”), will allow you to use and/or access its website, applications, classes, camps, and other programs (collectively, the “Services”). As used in this document, the terms “you” or “your” refers to you, any entity you represent, your or its representatives, successors, assigns and affiliates, and any of your or their devices.

            By joining, attending, visiting, accessing, using, downloading, copying, installing and/or joining (collectively “using”) the Services, you express your understanding and acceptance of these Terms. If you do not agree to be bound by these Terms, cease using the Services, and delete it.

            NOTICE REGARDING DISPUTE RESOLUTION: These Terms constitute a binding contractual agreement between you and us. These Terms also contain an arbitration clause under which certain claims may not be brought in a court or decided by a jury, so please read this document carefully. Pursuant to the further dispute resolution clauses, you will only be permitted to pursue claims against us on an individual basis and not as part of any class or representative action or proceeding, and you will only be permitted to seek relief on an individual basis.

            These terms also include certain liability limitations and legal disclaimers that limit our liabilities. In other words, your use of the Services is at your own risk and we do not assume any liability, or make any warranties of any kind, express or implied, with respect to the Services.

1.         General Warnings and Disclaimers

            (a)      Your use of the Services, and anything learned therein, is at your own risk and we do not assume any liability, or make any warranties of any kind, express or implied, with respect to the content in the Services. Specifically, but without limitation, we do not assume any liability, or make any warranties of any kind, express or implied, with respect to any investment or potential investment. You, and you alone, bear all risk associated with engaging in any transactions, investments, or other activities based on the information obtained in or through the Services, and we are not responsible in any manner for any losses that you may suffer as a result of your activities.

            (b)       We do not provide any legal or investing advice and you acknowledge and understand that you should not construe any information obtained in or from the Services as legal or investing advice, or any other advice that would require licensure. You are encouraged to obtain separate, independent, and competent legal counsel, and/or other professional advice, prior to engaging in any transaction. We only provide general information with regard to the subjects covered in the Services and nothing therein are intended to be, and must not be taken to be, financial or legal advice. You should not rely on any information received from the Services as a substitute for, or a replacement of, any professional advice, whether financial, legal, or otherwise. We do not and cannot provide any advice or information that would require licensure.

            (c)       THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY AND YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTIONS YOU TAKE.

2.         Eligibility and Accounts

            (a)       Use of the Services is not permitted where prohibited by law. Without limiting the foregoing, you represent and warrant that you are not located in a country that is subject to U.S. embargo, or a country that has been designated by the U.S. as a “terrorist supporting” country and that you are not listed on any U.S. list of prohibited or restricted parties.

            (b)       You must be at least 18 years old to use the Services. By using the Services, you represent and warrant that you are at least 18 years old. If you are under 18 years old, you are not permitted to use the Services and you must immediately cease using the Services, regardless of parental authorization.

            (c)       You may be required to create an account with us (an “Account”) to use the Services to its fullest extent. You represent and warrant that all information that you provide to us in creating your Account is complete and accurate. You shall update such information when it changes or when we request. You acknowledge that we may also access, with your permission, personally identifiable information through Facebook, Google or other means based on the permissions you provide.

            (d)       You shall not use another person or entity’s Account without authorization. You shall be solely responsible for maintaining the confidentiality of and restricted access to your Account. You shall be solely responsible for all activities that occur under your Account. You shall notify us immediately of any breach of security or unauthorized use of your Account. Pursuant to the terms herein, we shall not be liable for any losses resulting from any unauthorized use of your Account and, in addition to Sections 12 and 13 hereof, you hereby indemnify us and hold us harmless for any such unauthorized use. You acknowledge and understand that anyone who gains access to your Account will gain access to your all of your data on your Account, including any private content.

            (e)       The consideration for your knowing acceptance of these Terms is that we are providing you the Grant of Use to use the Services pursuant to Section 3 hereof. You acknowledge and agree that this consideration is adequate and that you have received the same upon use of the Services.

3.         Grant of Use and Termination

            (a)       We grant you a non-exclusive, non-transferable, and limited right to access, non-publicly display, and use the Services including all content available therein (the “Content”) on your mobile device, tablet, personal computer, or other device consistent with these Terms.

            (b)       The Services are for personal use only and you may not use the Services in connection with any commercial activities, such as advertising or soliciting any other users for any purposes or for any other commercial purposes. Without limiting the generality of the foregoing, you may not use the Services to publicly disseminate or display any Content on the Services.

(c)       This grant is terminable by us at will for any reason and at our sole discretion, with or without prior notice. Upon termination we may: (i) delete or deactivate your Account, (ii) block your e-mail and/or IP addresses or otherwise terminate your access to or use of the Services, and/or (iii) remove and/or delete any of your User Submissions (defined below). You agree not to use or attempt to use the Services after said termination. Upon termination, the grant of your right to use the Services shall terminate, but all other portions of these Terms shall survive. You acknowledge that we are not responsible to you or any third party for the termination of your grant of use.

(d)       In addition to the terms set forth herein, your use of the Services shall be limited by the rules and features of the Services, which may change from time to time in our sole discretion. You shall not attempt to use the Services in any manner in which the Services is not intended or permitted to be used.

4.         Intellectual Property

            (a)       The Content, with the exception of User Submissions and Third Party Content (defined below), including text, graphical images, photographs, music, video, software, scripts and trademarks, service marks and logos contained therein (collectively “Proprietary Materials”), are owned by and/or licensed to us. All Proprietary Materials are subject to copyright, trademark and/or other rights under the laws of applicable jurisdictions, including the United States, foreign laws, and international conventions. We reserve all our rights over our Proprietary Materials.

(b)       Except as otherwise explicitly permitted, you agree not to copy, modify, publish, transmit, distribute, participate in the transfer or sale of, create derivative works of, or in any other way exploit, in whole or in part, any Content, including any Proprietary Materials.

(c)       In addition to termination of your Account and termination of the grant of use of the Services, in the event that you infringe our or our affiliates’/licensors’ copyrights in the Proprietary Materials, at any time before final judgment is rendered against you for such infringement, we or our affiliates/licensors may elect to recover, instead of any other damages that may be permitted under law for violation of copyrights (and which may be difficult to reasonably ascertain), liquidated damages of One Hundred and Fifty Thousand Dollars ($150,000) for each work that you infringe. These liquidated damages are not a penalty, but instead an attempt by you and us to reasonably ascertain the amount of actual damages that occur from such a violation.

5.         User Submissions

            (a)       You are entirely responsible for any and all materials you submit or otherwise make available via the Services, including pictures, videos, reviews, communications or profile information (collectively, “User Submissions”). User Submissions cannot always be withdrawn. You acknowledge that any disclosure of personal information in User Submissions may make you personally identifiable and that we do not guarantee any confidentiality with respect to User Submissions.

            (b)       You shall be solely responsible for any and all of your own User Submissions and any and all consequences of positing, uploading, publishing, or otherwise making them available. For any of your User Submissions, you affirm, represent, and warrant that: (i) you own or have the necessary licenses, permissions, rights, or consents to use and authorize us to use all trademarks, copyrights, trade secrets or other proprietary rights in and to User Submissions for any and all uses contemplated by the Services and these Terms; and (ii) You have written consent, release, and/or permission from each and every identifiable individual in the User Submission to use the name and/or likeness of each and every such identifiable individual to enable use of the User Submission for any and all uses contemplated by the Services and these Terms.

      (c)       You further agree that you shall not submit material that:

                 i.                    Is copyrighted, protected by trade secret or trademark laws, or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to submit the material and to grant us all of the license rights granted herein;

               ii.                    Is obscene, pornographic, vulgar, illegal, unlawful, defamatory, fraudulent, libelous, harmful, harassing, abusive, threatening, invasive of privacy or publicity rights, hateful, racially or ethnically offensive, inflammatory, or otherwise objectionable or inappropriate as decided by us in our sole discretion;

             iii.                    Depicts illegal activities, promotes or depicts physical harm or injury against any group or individual, or promotes or depicts any act of cruelty to animals;

             iv.                    Impersonates any person or entity or otherwise misrepresents you in any way, including creating a false identity;

               v.                    Would constitute, encourage or provide instructions for a criminal offense, a violation of the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;

             vi.                    Is unsolicited or unauthorized advertising, promotion, “spam” or any other form of solicitation; or

            vii.                    Is in contravention of any other rules or provisions set forth on the Services, as may be created or updated from time to time in our discretion.

(d)       We claim no ownership or control over User Submissions or Third Party Content. You or a third party licensor, as appropriate, retain all copyrights to User Submissions and you are responsible for protecting those rights as appropriate. You irrevocably grant us a world-wide, non-exclusive, royalty-free, perpetual, non-cancelable, sub-licensable license to reproduce, publicly perform, publicly display, distribute, adapt, modify, publish, translate, and create derivative works of User Submissions for any purpose, including without limitation any purpose contemplated by the Services and these Terms. You also irrevocably waive and cause to be waived against us and any of our users any claims and assertions of moral rights or attribution with respect to User Submissions.

(e)       You represent and warrant that you have all the rights, power, and authority necessary to grant the rights granted herein to User Submissions. Specifically, you represent and warrant that you own the title to the User Submissions, that you have the right to upload the User Submissions to the Services, and that uploading the User Submissions will not infringe upon any other party’s rights or your contractual obligations to other parties.

(f)        You acknowledge that we may at our sole discretion refuse to publish, remove, or block access to any User Submission for any reason, or for no reason at all, with or without notice.

(g)       Without limiting the other indemnification provisions herein, you agree to defend us against any claim, demand, suit or proceeding made or brought against us by a third-party alleging that your User Submissions or your use of the Services in violation of these Terms infringes or misappropriates the intellectual property rights of a third-party or violates applicable law and you shall indemnify us for any damages finally awarded against and for reasonable attorney’s fees incurred by us in connection with any such claim, demand, suit or proceeding.

(h)       If you make any suggestions to us about improving the Services or adding new features to the Services, you are assigning to us the right to use your suggestions without any compensation to you.

6.         Third-Party Content and Content Generally on the Services

            (a)       You understand and acknowledge that, when using the Services, you will be exposed to Content from a variety of sources including content uploaded to the Services or disseminated in or through the Services by other users or attendees (collectively, “Third Party Content”) and that we do not control and are not responsible for any Third Party Content or User Submissions. You understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or otherwise objectionable and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against us with respect thereto.

            (b)       You understand and acknowledge that we assume no responsibility whatsoever for monitoring the Services for inappropriate Content or conduct. If at any time we choose, in our sole discretion, to monitor such Content, we assume no responsibility for such Content, have no obligation to modify or remove any such Content (including User Submissions and Third Party Content), and assume no responsibility for the conduct of the users submitting any such Content (including User Submissions or Third Party Content).

            (c)       All Content on or through the Services is provided to you “AS-IS” for your information and personal use only and you shall not use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit for any other purpose whatsoever that Content without the prior written consent of the respective owners/licensors of the Content. Without limiting further express disclaimers herein, we provide no representation or warranty regarding the accuracy or timeliness of the Content on the Services.

            (d)       Without limiting the provisions below on limitations of liability and disclaimers of warranties, all Content (including User Submissions and Third Party Content) on the Services is provided to you “AS-IS” for your information and personal use only and you shall not use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit for any other purpose whatsoever the Content without the prior written consent of the respective owners/licensors of the Content.

            (e)        You acknowledge that we may at our sole discretion refuse to publish, remove, or block access to any Content for any reason, or for no reason at all, with or without notice

7.         General Terms for Services Use

            (a)       You may only use the Services consistent with these Terms and any and all agreements under which the Services is provided to you (including, for example, any application store agreement). You assume sole responsibility for obtaining any additional or related hardware or software, or any other equipment required for use of the Services.

            (b)       You are not permitted to decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer the Services, use any similar means to discover the source code of the Services or to discover any trade secrets or other intellectual property in the Services.

            (c)       You acknowledge that from time to time the Services may automatically check for and install updates on your device. You agree and accept that the Services may make updates without your confirmation or consent. Any updates to the Services will be deemed part of the Services. However, we have no obligation to provide you with any updates to the Services (nor does any third-party).

            (d)       You agree not to export or re-export, directly or indirectly (including via remote access) the Services or other information or materials provided to you from us to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In shall be your responsibility to comply with the latest United States or any other relevant jurisdiction’s export regulations, and you shall defend and indemnify us in accordance with the terms hereof for your breach of these provisions. In the event that these Terms are required to be registered with any governmental authority, you shall cause such registration to be made and shall bear any expense or tax payable in respect thereof.

            (e)       The Services is a “Commercial Item” as that term is defined in 48 C.F.R. §2.101. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Services are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to these Terms.

            (f)        You acknowledge and agree that we may take photos, videos, audio-recordings, or other forms of recordings of you or your User Submissions for use in promotional materials for us and/or the Services, without any further compensation to you.

8.         User Conduct and Covenants

            (a)       You represent and warrant that all the information provided by you to us is accurate and current, that you have all necessary rights, power, and authority to agree to these Terms and to perform the acts required of you under these Terms.

            (b)       You hereby expressly authorize us to monitor, record and log your use of the Services, including, without limitation, your posts, messages, actions, and interactions with other users/attendees and User Submissions.

            (c)       As a condition of your use of the Services:

                 i.                    You agree not to use the Services for any unlawful purpose or in any way that is prohibited by these Terms.

               ii.                    You agree to abide by all applicable local, state, national and international laws and regulations.

             iii.                    You agree not to use the Services in any way that exposes us to criminal or civil liability.

             iv.                    You agree that you are solely responsible for all acts and omissions that occur as a result of your use of the Services.

               v.                    You agree that all your User Submissions that you provide to us belongs to you and that you have the right and authority to provide it to us.

             vi.                    You agree not to create a false identity on the Services.

            vii.                    You agree to maintain the security of your login password and to be fully responsible for any and all use of your account.

          viii.                    You agree not to use or attempt to use any other person’s account on the Services without authorization.

             ix.                    You agree not to use any automated means, including robots, crawlers, data mining tools or the like, to download, monitor or use data or content from the Services.

               x.                    You agree not to use the Services to collect usernames and/or e-mail addresses for sending unsolicited messages of any kind.

             xi.                    You agree not to take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our technology infrastructure or otherwise make excessive demands on it.

            xii.                    You agree not to “stalk” or otherwise harass anyone on the Services.

          xiii.                    You agree not to post, link to, or otherwise make available on the Services any material that contains software viruses or any computer code, file or program designed to interrupt, destroy, limit or monitor the functionality of any computer software or hardware or any telecommunications equipment.

          xiv.                    You agree not to forge headers or otherwise manipulate identifiers in order to disguise the origin of any information you transmit.

            xv.                    You agree not to disable, circumvent, or otherwise interfere with security related features of the Services or features that prevent or restrict use or copying of any Content or which enforce limitations on the use of the Services or the Content therein.

          xvi.                    You agree not to license, sublicense, sell, resell, transfer, assign, distribute or otherwise in any way commercially exploit or make available the Services or any of its Contents to any third party.

        xvii.                    You agree not to “frame” or “mirror” the Services.

      xviii.                    You agree not to reverse engineer any portion of the Services.

          xix.                    You agree to be solely responsible for all acts and omissions that occur as a result of your use of the Services.

            xx.                    You agree to not use the Services in any way that endangers the life or health of any person, including you.

(d)       We reserve the right to take appropriate action against any user for any unauthorized use of the Services, including civil, criminal and injunctive redress and the termination of any user’s use of the Services. Any use of the Services and our computer systems not authorized by these Terms is a violation of these Terms and certain federal and state laws, including the Computer Fraud and Abuse Act.

(e)       In addition to termination of your Account and grant of use of the Services, any violation of this Agreement, including the provisions of this Section, shall subject you to liquidated damages of ten thousand dollars ($10,000) for each violation. In the event that your violation results in legal action (whether against you or against us by any party) or physical harm to any party, you shall be subject to liquidated damages of One Hundred and Fifty Thousand Dollars ($150,000) for each violation. We may, in our discretion, assign any such damage claim or portion thereof to a third party that has been wronged by your conduct. These liquidated damages provisions are not a penalty, but instead an attempt by the Parties to reasonably ascertain the amount of actual damage that could occur from such a violation. You acknowledge and agree that the amount of these liquidated damages are a minimum and that if actual damages are greater you shall be liable for the greater amount

9.         Payment Terms.

            (a)       You acknowledge that we reserve the right to charge for any or all of our Services and to change our fees from time to time in our sole discretion. If at any time we terminate your rights to use the Services because of a breach of these Terms, or for any other reason, you shall not be entitled to a refund of any portion of any amount you have paid. In all other respects, such fees shall be governed by additional rules, terms, conditions, or agreements posted on the Services and/or imposed by any sales agent or payment processing company, as may be amended from time to time.

            (b)       In order to make a purchase with or through the Services, you may be asked to supply certain information to allow us to process and authorize your purchase, including, without limitation, your name, address, card number, card expiration date, card security number, account numbers, and/or other information. You represent and warrant that (i) you have the legal right to use the form of payment that you use and that (ii) the information that you are providing with that form of payment is true and correct. You acknowledge that we may use a third party for the purposes of processing or facilitating any payment, or that the actual seller of record is a third party, and that by submitting your information to us you grant us the right to provide this information to such third parties.

            (c)       We reserve the right to refuse, cancel or terminate your order or any purchases or transaction at any time and for any reason in our sole discretion. Without limiting the foregoing, we reserve the right to refuse, cancel or terminate your order and/or transaction because of product or service unavailability, errors in the description or price of products or services, or errors in your order.

            (d)       YOUR PAYMENT METHOD ON ACCOUNT MAY BE AUTOMATICALLY CHARGED FOR YOUR FUTURE PURCHASES. YOU HEREBY AUTHORIZE US, OUR AGENTS (INCLUDING PAYMENT PROCESSORS WE MAY USE), OUR THIRD PARTY FULFILLMENT PARTNERS AND SELLERS OF RECORD, AND THEIR AGENTS, TO CHARGE YOUR PAYMENT METHOD ON FILE FOR SUCH PAYMENTS ON YOUR BEHALF.

            (e)       You agree not to report as fraudulent, lost, or stolen any form of payment which you have used in connection with payment related or through the Services, for which you do not have a good faith reason to believe is in fact fraudulent, lost or stolen. You agree not to report as unauthorized any charge for any goods or services for which you do not have a good faith reason to believe is in fact unauthorized. The liability specified in this paragraph will not limit our rights or any other liability you may have for any other reason, including a breach of any other provision of these Terms.

            (f)        We reserve the right to issue non-monetary penalties against you and your Account in case of chargebacks and/or refunds. Without limiting the generality of the foregoing, we may place restrictions on you limiting future purchases on or through the Services.

10.       Privacy Matters

            (a)       We retain a separate Privacy Statement and your assent to these Terms signifies that you have read and understood the Privacy Statement. We reserve the right to amend the Privacy Statement at any time by posting such amendments to the Services. No other notification may be made to you about any amendments.

            (b)       You acknowledge that we may collect and use technical data and related information, including but not limited to technical information about your device, system and software, and peripherals, that is gathered to facilitate the provision of updates and/or improvements to the Services.

            (c)       You understand, acknowledge, and agree that we may access, preserve, and disclose your information if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably desirable or necessary for us.

11.       Modification of These Terms

            We reserve the right to amend these Terms at any time by posting such amended Terms to the Services. No other notification may be made to you about any amendments. YOU ACKNOWLEDGE THAT YOUR CONTINUED USE OF THE SERVICES FOLLOWING SUCH AMENDMENTS WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH AMENDMENTS, REGARDLESS OF WHETHER YOU HAVE ACTUALLY READ THEM.

12.       Indemnification and Release

            (a)       You hereby agree to indemnify us and hold us harmless from any and all damages and expenses, including those arising from third-party claims, including attorney’s fees, arising from your use of the Services or from your breach of these Terms.

            (b)       In the event that you have a dispute with one of more other users, attendees, or any third parties, you hereby release us, our officers, employees, agents and successors-in-right from claims, demands and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Services.

            (c)       If you are a California resident, you waive California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

            (d)       All of the above provisions shall be deemed to apply to the benefit of our parent companies, subsidiaries, directors, officers, employees, agents, designees, contractors, affiliates, subsidiaries, successors and assigns as well.

13.       Disclaimer of Warranties and Limitations of Liabilities

            (a)       READ THIS SECTION CAREFULLY AS IT LIMITS OUR LIABILITY TO THE MAXIMUM EXTENT PERMITTED UNDER SERVICESLICABLE LAW.

            (b)       The Services may contain links to third-party websites or applications which are completely independent of us. We assume no responsibility for the content, privacy policies, or practices of and make no representation or warranty as to the accuracy, completeness or authenticity of information contained in any third party websites or applications. We have no right or ability to edit the content of any third party websites or applications. You acknowledge that we shall not be liable for any and all liability arising from your use of any third party websites or applications.

            (c)       The Services is provided “AS-IS” and without any warranty or condition, express, implied or statutory. We specifically disclaim to the fullest extent any implied warranties of merchantability, fitness for a particular purpose, non-infringement, information accuracy, timeliness, integration, interoperability, or quiet enjoyment. We disclaim any warranties for viruses or other harmful components in connection with the Services.

            (d)       UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM ANY ASPECT OF YOUR USE OF THE SERVICES, WHETHER SUCH DAMAGES ARISE FROM YOUR USE, MISUSE OR INABILITY TO USE THE SERVICES, FROM YOUR RELIANCE ON ANY CONTENT ON THE SERVICES, FROM THE INTERRUPTION SUSPENSION, MODIFICATION, ALTERATION OR COMPLETE DISCONTINUANCE OF THE SERVICES OR THE TERMINATION OF THE SERVICES BY US. THESE LIMITATIONS ALSO SERVICESLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED OR ADVERTISED IN CONNECTION WITH THE SERVICES.

            (e)       WE DO NOT WARRANT THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (v) ANY ERRORS IN CONTENT WILL BE CORRECTED.

            (f)        YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICES OR ANY OTHER GRIEVANCE SHALL BE THE TERMINATION OF YOUR USE OF THE SERVICES. IN NO CASE SHALL THE MAXIMUM LIABILITY OF US ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES EXCEED THE GREATER OF (I) TWO HUNDRED DOLLARS ($200) IN AGGREGATE AND (II) THE AMOUNTS YOU HAVE PAID TO US HEREUNDER.

            (g)       All of the above disclaimers of warranties and limitations of liabilities shall be deemed to apply to our parent companies, subsidiaries, directors, officers, employees, agents, designees, contractors, affiliates, subsidiaries, successors and assigns as well.

14.       Disputes

            (a)       To the maximum extent permitted by law, these Terms as well as any claim, cause of action, or dispute that may arise between you and us, are governed by the laws of the State of California without regard to conflict of law provisions. Subject to Subsection (b) below, FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN OR SERVING LOS ANGELES, CALIFORNIA. NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT WE ARE REQUIRED TO BRING ANY ACTION AGAINST YOU FROM OR IN CONNECTION WITH YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER, SUCH ACTION MAY BE BROUGHT IN THE JURISDICTION AND VENUE FROM WHICH THE INDEMNIFICATION CLAIM ARISES.

            (b)       Any controversies, disputes, actions, causes of action or other claims between you and us arising out of or relating to these Terms, or the breach, termination, or validity hereof or your use of the Services (a “Controversy”) shall be finally settled by binding arbitration before a single neutral arbitrator in accordance with the JAMS Streamlined Arbitration Rules & Procedures (modified only as herein expressly provided). The arbitrator shall be experienced with regard to commercial disputes of the type for which arbitration is being sought. The arbitration shall be before one arbitrator mutually agreed upon by the parties. The parties agree that the arbitration will be held in Los Angeles, California, or in such other place as the parties may mutually agree upon. The arbitration will be held in accordance with and subject to the procedural and substantive laws of the State of California. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. The decision of the arbitrator on the points in dispute with respect to such Controversy will be final, non-appealable and binding and judgment on the award may be entered in any court having jurisdiction thereof. The parties agree that this clause has been included to rapidly and inexpensively resolve any Controversy, and that this clause shall be grounds for dismissal of any court action commenced by any party arising out of or relating to these Terms or the breach, termination or validity hereof; provided that nothing in this subsection nor these Terms shall limit any party’s right to bring (i) post-arbitration actions seeking to enforce an arbitration award or (ii) actions seeking injunctive or other similar relief in the event of the breach or threatened breach of any of the provisions of these Terms or (iii) a small claims action. The language used in the arbitration proceedings will be English. You hereby agree that as part of the consideration hereof, you are hereby waiving any right you may have to a trial by jury for any Controversy. This provision shall be enforceable even in the case that the arbitration provisions or any other provisions of these Terms are waived.

            (c)       Notwithstanding any of the foregoing, claims for violation of the Computer Fraud and Abuse Act (or its successor), and claims for infringement or misappropriation of intellectual property rights (including patents, copyrights, trademarks, and trade secrets) shall not be subject to a requirement to arbitrate (though may still be arbitrated upon the discretion of the claimant of such claim).

            (d)       YOU AGREE THAT YOU MAY BRING CLAIMS ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. You hereby agree that as part of the consideration for these terms, you are hereby waiving any right you may have to a trial by jury for any dispute between the you and us arising from or relating to these Terms or the Services. This provision shall be enforceable even in the case that the arbitration provisions or any other provisions of this section are waived.

15.       General Provisions 

(a)             Merger. These Terms, as amended from time to time, constitute the entire agreement between you and us and supersede all prior agreements between you and us and may not be modified without our written consent.

(b)             Waiver. Our failure to enforce any provision of these Terms will not be construed as a waiver of any provision or right.

(c)             Severability. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, then the invalid and unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

(d)             Third Party Rights and Obligations. Unless explicitly stated, nothing herein is intended, nor will be deemed to confer rights, remedies, obligations, or liabilities upon any third party.

(e)             Assignment. These Terms are not assignable, transferable or sublicensable by you except with our prior written consent, but may be assigned or transferred by us without restriction.

(f)              Notice. You agree that we may provide you with notices by e-mail, regular mail, or postings to the Services.

(g)             Construction. The section titles in these Terms are for convenience only and have no legal or contractual effect. As used in these Terms, the term “including” is illustrative and not limitative.