Terms and Conditions of Service
Last Revised: July 14, 2021
These Terms and Conditions of Services (hereinafter these “Terms”) are a legal contract between You and PaySec USA LLC if you are located in the United States, and Nextlove Ltd., if you are located in Europe or elsewhere.
IMPORTANT: PLEASE READ ALL OF THE FOLLOWING TERMS, CAREFULLY. THESE TERMS CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE (BUT ARE NOT LIMITED TO) VARIOUS LIMITATIONS AND EXCLUSIONS, A BINDING ARBITRATION CLAUSE, A CLASS ACTION WAIVER, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
We provide an online platform that facilitates contact between Members who may be seeking friendship or a relationship (hereinafter the “Platform”). The Platform may be accessible by website, mobile application, or other technology as designated by Company from time to time.
By using or accessing the Platform, you acknowledge and agree to comply with and be legally bound by the terms and conditions of these Terms, whether or not you become a registered user of the Platform. These Terms govern your access to and use of the Platform and constitute a binding legal agreement between you and Company.
By accessing, browsing, submitting any information, to or through, or otherwise in any manner using the Platform, and linking to these Terms or by accessing, submitting any information to or through, or otherwise in any manner using any service offered on or though this Platform, You acknowledge that you have read and understand, and agree to be bound by and to comply with all of these Terms. If you do not agree to all of these Terms without any modification by you, you are not authorized to and must not access or use this Platform or any feature, functionality or service offered on or though this Platform.
Any person who accesses this Platform but does not successfully register to become an Company Member is referred to in these Terms as a “Visitor.” Persons who access this Platform and successfully register to become a Company Member are referred to as a Member. Visitors and Members are also referred to in these Terms as “You”, “you”, “Your”, “your” or “user.”
The following terms used in these Terms with their initial letters capitalized, and those terms defined in the introductory paragraphs or elsewhere in these Terms, throughout these Terms have the meanings provided. Defined terms may be used in the singular, the plural or possessive form as the context requires. Additionally, these Terms incorporate by reference those terms and phrases as defined in our Privacy Notice.
COMPANY MAKES AVAILABLE THE PLATFORM WHICH IS AN ONLINE MEETING PLACE FOR MEMBERS TO INTERACT ONLINE. SOME MEMBERS MAY ARRANGE DIRECTLY WITH ONE ANOTHER AND UPON THEIR OWN VOLITION TO MEET IN PERSON. UNLESS EXPLICITLY SPECIFIED OTHERWISE IN THE PLATFORM AND SET FORTH IN THESE TERMS OF SERVICE, COMPANY'S RESPONSIBILITIES ARE LIMITED TO FACILITATING THE AVAILABILITY OF THE PLATFORM.
THE PLATFORM IS INTENDED TO BE USED TO FACILITATE MEMBERS CONNECTING WITH EACH OTHER. COMPANY CANNOT AND DOES NOT CONTROL THE MEMBER CONTENT CONTAINED IN ANY MEMBER CONTENT. WE NOT PARTIES TO, HAVE NO INVOLVEMENT OR INTEREST IN, MAKE NO REPRESENTATIONS OR WARRANTIES AS TO, AND HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO ANY COMMUNICATIONS, INTERACTIONS, DISPUTES OR ANY RELATIONS WHATSOEVER BETWEEN YOU AND ANY OTHER MEMBER. YOU MUST CONDUCT ANY NECESSARY, APPROPRIATE, PRUDENT OR JUDICIOUS INVESTIGATION, INQUIRY, RESEARCH AND DUE DILIGENCE WITH RESPECT TO YOUR INTERACTIONS WITH OTHERS.
IF YOU CHOOSE TO USE THE PLATFORM AND COMMUNICATE, CONNECT, AND OR MEET ANY OTHER PERSON OR MEMBER YOU DO SO AT YOUR SOLE RISK. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER MEMBERS AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM. YOU UNDERSTAND THAT COMPANY DOES NOT HAVE ANY OBLIGATION TO VERIFY THE STATEMENTS OF MEMBERS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF MEMBERS OF THE PLATFORM OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE MEMBERS OF THE PLATFORM. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER MEMBERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON. YOU ACKNOWLEDGE AND AGREE THAT COMPANY DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND OR CRIMINAL CHECKS (INCLUDING REGISTERED SEX OFFENDER CHECKS) ON ANY MEMBER BUT MAY CONDUCT SUCH BACKGROUND OR CRIMINAL CHECKS (INCLUDING REGISTERED SEX OFFENDER CHECKS) IN ITS SOLE DISCRETION.
YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT COMPANY IS NOT A PARTY TO ANY RELATIONSHIP OR INTERACTION BETWEEN YOU AND ANY OTHER MEMBER. COMPANY HAS NO CONTROL OVER THE CONDUCT OF MEMBERS OF THE PLATFORM AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.
NEITHER WE NOR ANY OF OUR THIRD PARTY LICENSORS OR SUPPLIERS MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO ANY ASPECT OF THE PLATFORM TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. WE HEREBY DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, OR ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE PLATFORM WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF HARMFUL COMPONENTS, THAT ANY CONTENT, FILES, DATA OR OTHER MATERIALS (INCLUDING BUT NOT LIMITED TO ANY MEMBER CONTENT) UPLOADED TO, DOWNLOADED FROM, OR STORED BY OR WITHIN THE PLATFORM WILL BE TIMELY, CURRENT OR SECURE, OR WILL NOT BE LOST, CORRUPTED OR OTHERWISE DAMAGED OR IMPAIRED, OR THAT WE WILL BE ABLE TO PREVENT DISRUPTION OF OR TO ANY OF THE PLATFORM OR THAT WE WILL CORRECT ANY DEFECTS.
Although we take reasonable steps to prevent the introduction of viruses, worms, Trojans or other malicious software (“malware”) or other destructive materials to the Services, COMPANY does not guarantee or warrant that the Services or materials that may be downloaded from the Services do not contain such contaminating or destructive properties.
IN NO EVENT WILL COMPANY BE LIABLE FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SERVICES OR ANY INFORMATION OBTAINED THROUGH THE SERVICES, INCLUDING DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMITTED BY LAW.
Company reserves the right, at its sole discretion, to modify the Platform or to modify these Terms at any time and without prior notice, and without penalty. If we modify these Terms – which may include updating, revising, amending, supplementing, restating, or terminating these Terms – we will either post the modification on the Platform or otherwise provide you with notice of the modification. Please also refer to the “Last Updated” date indicated at the beginning of these Terms. Through continued access or use of the Platform after Company has posted a modification thereon or has provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, you must discontinue use of the Platform.
The use of this Platform is intended ONLY for persons who are 18 years of age or older and who have otherwise attained the age of majority and legal consent in the jurisdiction of their reisdence. Any access to or use of any Member Features, or the Platform by anyone under 18 is STRICTLY PROHIBITED. Persons under the age of 18 may not avail themselves to any of the Company Services. In any event, by becoming a Member, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by all of these Terms. You also represent and warrant that you will not allow any minor to access the Platform or any Services, including taking all precautions and implementing all parental control protections on your computer or other electronic device used to access the Platform and/or Services to prevent any minor from gaining access to the Platform and/or Services. Should you become aware of a minor using the Platform or Services, you must immediately notify us. Without limiting the foregoing, the use of the Platform is not available to Members or any other person or entity who or which do not have a valid Account or who or which have had their Account temporarily or permanently deactivated.
In order to become a Member and to access Member Features or utilize or enjoy Services via the Platform you must register to create an Account. You may register directly via the Platform or as described in this Section.
As a Member, your Account and your Account profile page will be created based upon the Member Content you provide to us. In some instances, Company will provide you, either in person or by electronic means, information necessary to establish your Account. Any information that you provide, publish or post to or through the Platform (including any profile information you provide) or send to other Members or Visitors (including via any feedback, text, any email feature, or through any Company-related Facebook, Twitter or other social media posting) will be considered Member Content. You consent to us using your Member Content to create an Account that will allow you to utilize features of the Platform reserved for our Members. Our collection and use of personal information in connection with the Platform is as provided in Company’s Privacy Notice located at https://www.nextlove.com/static/privacy-statement.
As a Member, you are solely responsible for your Member Content and your interactions with other members of the public, including Members. You agree to provide and maintain accurate, current and complete information and that Company and visitors to the Platform may rely on your Member Content as accurate, current and complete.
As a Member, you are the sole authorized user of your Account, and are responsible for maintaining the confidentiality of any password provided by you or Company for accessing Member Features. You are solely and fully responsible for all activities that occur under your Account (even if that content or activity occurs from other individuals who have accessed the Platforms and other Services through your account), and Company expressly disclaims any liability arising from the unauthorized access or use of your Account. If at any time you suspect that any unauthorized party may be using your Account or you suspect any other breach of security, you agree to notify us immediately.
In some cases, Company utilizes third party user account management providers, (such as Salesforce), to manage your Account. If you are directed to any such Company third party account management provider you may be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices.
As a Member, you may not have more than one (1) Account with Company at any given time. You must (and you agree to) provide accurate, current and complete information as requested or prompted during or in connection with the Account registration process, and to promptly update such information to keep it accurate, current and complete. Company reserves the right to suspend, restrict, or terminate your Account and your access to the Member Features if you provide any false or misleading information, or otherwise violate any of these Terms. You are responsible for safeguarding your password and agree not to disclose your password to any third party. You have sole responsibility for any activities or actions conducted under your Account, whether or not you have authorized such activities or actions. You are obligated to immediately notify Company of any unauthorized use of your Account.
Company may, in our sole discretion and without thereby incurring any liability to you or otherwise, with or without cause, with or without prior notice and at any time, limit, suspend, deactivate or cancel your Account and/or deny you access to the Member Features or other Services. If we exercise our discretion under these Terms to do so, any or all of the following may occur with or without prior notice or explanation to you: (a) your Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Member Features or your Account; and (b) any pending or future orders for Services will be immediately terminated and refunded, if applicable. Upon termination, deactivation, or suspension of your Account, you are required to immediately cease all use of the Member Features and may not re-register under any other Account.
You may cancel your Account at any time via the “Cancel Account” or other similarly designated feature of the Platform, or by notifying us thereof by e-mail at email@example.com or by contacting us by telephone at +1 (213) 631-3646.
By becoming a Member, you acknowledge that we may from time to time and as needed communicate with you by various means, including via e-mail, text message, telephone calls, and push notifications to the telephone number you provide to us, in relation to your use of the Platform, the status of your Account, your purchase or use of Services, among others. Please note that this may include communications generated by automatic telephone dialing systems or other methods and systems, which will deliver prerecorded messages sent by or on behalf of Company, its affiliated companies or other Members, including but not limited to: operational communications concerning your Account, use of Member Features or other Services, and updates concerning new and existing features on the Company Platform.
In other instances, we will seek your consent to receive our communications before contacting you by asking you to “opt-in” to such communications. This may include receiving our newsletter, promotions and promotional materials provided by Company or third parties, and updates and news concerning Company.
Where we have already received your opt-in consent to receive certain communications, IF YOU WISH TO OPT-OUT OF PROMOTIONAL EMAILS, TEXT MESSAGES, OR OTHER SUCH “OPT-IN” COMMUNICATIONS, YOU MAY OPT-OUT BY FOLLOWING THE UNSUBSCRIBE OPTIONS THAT ARE PROVIDED TO YOU ON THE PLATFORM OR VIA THE COMMUNICATION, IF APPLICABLE (e.g. the “unsubscribe” button in our promotional emails). Standard text messaging charges applied by your telephone phone carrier will apply to text messages we send.
You agree to pay Company for all fees and charges associated with your use of the Platform (if any). Unless otherwise stated, all fees and charges are due in full at the time of purchase. Some fees may be charged on a recurring or subscription basis upon the terms and conditions presented to you at the time of agreeing to such recurring or subscription billing plans.
You agree to pay Company for any purchases made in connection with your Account or your use of any of the Services, or otherwise provided to you or on your behalf, in each case by one of the payment methods from time to time described on provided for on the Platform, including credit card, cash, check, or wire. In connection your use of the Member Features (including during your Account registration), you may be asked to provide customary billing information such as name, billing address and credit card or other payment information either to Company or its third party payment processor(s).
You hereby authorize the payment and collection of any and all such amounts by the charging of the credit card, or via such other payment method provided for under your Account, including any and all applicable taxes which will be disclosed to you at the time of the transaction. You acknowledge and agree that Company may, in its sole discretion, directly charge such credit card account (or directly avail itself of such other payment methods) or may utilize the services of third party online payment processors or others to do so. If you are directed to any Company, such as iTunes or another authorized third party payment processor(s), you may be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices.
In furtherance of your use of the Member Features, you understand and agree that Company reserves the right, in its sole discretion, to (i) obtain a pre-authorization via your credit card or other payment method for any fees or charges for or associated with Services and/or (ii) charge your credit card or other payment method a nominal amount, not to exceed one dollar ($1) per verification, or a similar sum in the currency in which you are transacting, to verify your credit card or other payment method including for processing or establishing recurring or subscription-based fee collection. As a general rule, Company will collect any fees or charges due once all necessary order information has been obtained by Company from the Member and Company confirms that the Member’s order is complete. Company does not control, and is not responsible for, any fees or charges that may be charged to a Member by her or his bank, financial institution, or payment provider, with respect to Company’s collection of fees or payments, and Company expressly disclaims all (and you agree that Company will have no) liability in this regard.
In order to provide continuous service, you agree that the Company will automatically renew all paid subscriptions (excluding credits unless you have expressly opted-in) for the applicable Member Features on the date such subscriptions expire. The Company will advise you of the applicable renewal periods and renewal date to you prior to completion of your subscription purchase. You acknowledge and agree that your Account will be subject to the above-described automatic renewals. Please refer to the below Section VI(D) should you desire to cancel your subscription(s) or any renewals thereof.
D. Refunds and Corrections
Company will take reasonable action to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the same payment method used for the original payout to or payment by you.
The Company offers all users the right to cancel, for any reason, any purchase made through the Platform within fourteen (14) days of purchase (subject to the last sentence of this paragraph, the “Cancellation Period”) and receive a pro-rated refund applied back to the method of payment used to make the purchase. Where any payment has been made, You are required to pay for the applicable Member Features used prior to cancellation but are entitled to receive a pro-rated refund on unused Member Features to be issued as a refund to your original payment method.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPON EXPIRATION OF THE APPLICABLE REFUND/CANCELLATION PERIOD, YOU AGREE THAT ALL PURCHASES ARE FINAL AND NON-REFUNDABLE.
Should you desire a refund or to cancel a subscription for any applicable Member Features, You may do so by notifying us of your decision to cancel your purchase by email to firstname.lastname@example.org or by clicking the applicable cancellation button in your Account profile (if applicable). To the extent that the laws of your jurisdiction of residence provide a refund/return period longer than fourteen (14) days, You will be entitled to cancel during such period in accordance with the laws of your jurisdiction of residence.
Prorated refunds will be calculated as follows:
Subscriptions: [price paid for initial subscription term] – [[number of days (complete or partial) which elapsed from the purchase date] x [price paid for initial subscription term / number of days in the initial subscription term]]
Packages/Points: [price paid] – [[number of points used] x [price paid / number of points purchased]]
Company, at its sole discretion, may from time to time, make special offers or promotions (“Promotions’) available to some but not all Members, or to prospective Members. Promotions, which we may from time to time offer to our Members may not be the same and different Members may be offered different Promotions. Furthermore, prospective Members may also be offered different Promotions. No Promotion, unless and then only to the extent expressly made to you specifically, shall have any bearing whatsoever on your Account, these Terms or your relationship with Company. Any promotional coupon, which we may utilize in connection with a Promotion is applied at the discretion of Company, and while Company may in connection with a Promotion reduce the cost of certain Services, if any, subject to such Promotion, based on an amount or discount value, stated by us in the Promotion, all other fees and charges for or in connection with Services, as well as, all shipping and handling (if applicable), and sales tax will still apply and be due to and payable to Company.
You understand and agree that you alone are responsible, at your sole cost and expense, for compliance with any and all Laws that may apply to your use of the Platform or any feature thereof. In connection with your use of the Platform, you must not, and you agree that you shall never do or attempt to do any of the following:
Company at all times has the right to investigate and may prosecute violations of any of the foregoing to the fullest extent of the Law.
Company may access, preserve and disclose any of your information if we are required to do so by Law or enforceable legal obligation, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against Company, (ii) to comply with a lawful and enforceable request by law enforcement, judicial body, or other public authorities, or in connection with a legal obligation, or other enforceable legal process (for example, court order, subpoena, warrant, etc.), (iii) enforce or administer our agreements with users (iv) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (v) protect the rights, property or safety of Company, its users (including Members), or members of the public. You acknowledge that Company has no obligation to monitor your access to or use of the Platform but has the right to do so for the purpose of operating and improving the Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the lawful and enforceable order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms. Company reserves the right, at any time and without prior notice, to remove or disable access to any materials that Company, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Platform.
The Platform is protected by copyright, trademark, and other Laws of the United States and foreign countries. You acknowledge and agree that the Platform, Services, and Company Content, including all associated Intellectual Property Rights, are the exclusive property of Company and its licensors (hereinafter “Company Intellectual Property”). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform or Collective Content. All trademarks, trade names, and source identifiers of Company used on or in connection with the Platform are trademarks or registered trademarks of Company. Trademarks, trade names, and any other source identifiers of third parties used on or in connection with the Platform are used for identification purposes only and may be the property of their respective owners.
Nothing in these Terms grants, transfers or conveys, nor may be construed or operate as a grant, transfer or conveyance, to any Member or any other person of any right, title or interest in or to any of Company Intellectual Property therein, including but not limited to any trademark, trade name, service mark or other proprietary identifying symbols used by us from time to time on or in connection with the Platform, or any feature or functionality thereof. No Member or other person may use any of Company Intellectual Property without in each case first obtaining our prior written consent, which consent may be withheld in our sole and absolute discretion. All goodwill arising from or incident to any use of Company Intellectual Property shall inure exclusively to us or our third party licensors as applicable.
You agree you shall not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, business partners, licensors, licensees or transferees, any patent infringement or other Intellectual Property infringement claim with respect to the Platform.
Company respects Intellectual Property Laws and expects all Members to do the same. It is Company’s policy to terminate in appropriate circumstances the Accounts of Members who repeatedly infringe or are believed to be repeatedly infringing the rights of Intellectual Property owners. Claims of trademark, copyright, or patent infringement or any other alleged Intellectual Property violations should be sent to Company’s designated agent. Please review Company’s Intellectual Property Policy, found at https://www.nextlove.com/static/ip-privacy, for further information.
Company grants Members a limited, non-exclusive, non-transferable license, to (i) access and use the Platform and any Company Software; (ii) access and view any Company Content solely for your use of the Platform and (iii) access and view any Member Content to which you are permitted access, solely for your use of the Platform. You have no right to sublicense the license rights granted in this section. You agree not to use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Platform or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise to Company Intellectual Property, except for the licenses and rights expressly granted in these Terms.
Company may, in our sole discretion, permit you to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Platform, you hereby grant to Company a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, by means of, or to promote or market the Platform. Company does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.
You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Platform. Accordingly, you represent and warrant that (i) you either are the sole and exclusive owner of all Member Content that you make available through the Platform or you have all rights, licenses, consents and releases that are necessary to grant to Company the rights in such Member Content, as contemplated under these Terms, and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Company’s use of the Member Content (or any portion thereof) on, through or by means of the Platform will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary rights or Intellectual Property, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
If you provide any suggested improvement(s) to the Platform or any feature or functionality thereof (each a “Suggestion” and collectively “Suggestions”) to Company, we will own all right, title and interest (including any Intellectual Property Rights) in and to any Suggestion even if the person making the Suggestion has designated the Suggestion as confidential or proprietary. Company shall be entitled to use and exploit any Suggestion without restriction. You must, and hereby do, irrevocably assign to Company all right, title and interest (including all Intellectual Property Rights) in and to all Suggestions (if any) and agree to provide us or our designees with any assistance we may or they may reasonably request or require from time to time to further document, perfect and maintain our rights in any Suggestion.
The Platform may contain links to or otherwise interface or connect with third party websites or resources, such social media sites and payment processors. You acknowledge and agree that Company is not responsible or liable for (i) the availability or accuracy of such websites or resources or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Company of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM, OR ANY FEATURE OR SERVICE ACCESSED OR OFFERED ON OR THROUGH THE PLATFORM REMAINS WITH YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER COMPANY NOR ANY OF OUR AGENTS, REPRESENTATIVES, CONTRACTORS OR AFFILIATES, SHALL BE LIABLE TO ANY MEMBER, ANY MEMBER, ANY GUESTS OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, FILES, DATA, CONTENT, BUSINESS, OPPORTUNITIES, REVENUES, ANTICIPATED SAVINGS OR OTHERWISE (EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OR FOR ANY DAMAGES FOR BODILY INJURY OR EMOTIONAL DISTRESS IN CONNECTION WITH THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) ACCESS TO OR USE OF, OR THE INABILITY TO ACCESS OR USE, THE SYSTEM OR ANY SERVICE OR ANY PART THEREOF, (II) THE PROVISION OF OR FAILURE TO PROVIDE, OR ANY INTERRUPTION OF, ANY COMPANY SERVICE OR ANY OTHER SERVICE, (III) ANY INFORMATION, SOFTWARE, PRODUCT, SERVICE, DATA, FILE, CONTENT, OR MATERIALS STORED ON, OBTAINED THROUGH, UPLOADED TO OR DOWNLOADED FROM THE SYSTEM OR ANY SERVICE, OR ANY DAMAGE TO OR CORRUPTION OR LOSS OF ANY OF THE FOREGOING, (IV) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR CONTENT, OR (V) ANY ACCESS TO OR USE OF, OR ANY INABILITY TO ACCESS OR USE ANY CONTENT OR MATERIALS.
IN THE EVENT THAT NOTWITHSTANDING THE PROVISIONS OF THE FOREGOING PARAGRAPHS OF THIS SECTION, WE (OR ANY OF OUR AGENTS, REPRESENTATIVES, CONTRACTORS, AFFILIATES OR THIRD PARTY LICENSORS OR SUPPLIERS) ARE FOUND LIABLE TO ANY MEMBER, MEMBER OR GUEST OR OTHERWISE FOR DAMAGES FROM ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, THE AGGREGATE AMOUNT OF ALL SUCH LIABILITY SHALL BE LIMITED TO AND SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO US BY MEMBER OR YOU (AS APPLICABLE) FOR AND WITH RESPECT TO THE PARTICULAR SERVICES THAT GIVE RISE TO SUCH CLAIM IN WHICH THE CAUSE OF ACTION ACCRUED.
THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree and must at all times indemnify, defend and hold Company and its third party suppliers or licensors, each of our and their business partners and each of our and their respective employees, officers, directors, managers and representatives (each an “Indemnitee” and collectively the “Indemnitees”), harmless from and against any and all losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including attorneys’ fees and court costs) suffered or incurred by any of the Indemnitees as a result of any third party claim, action, suit, or proceeding arising out of or incident to (i) any Member or other person’s use of or access to the Platform in a manner not authorized by these Terms, or in violation of any applicable laws, (ii) Content including any claim involving infringement or misappropriation of third party rights or the use, development, design, manufacture, production, advertising, promotion or marketing of Member Content, (iii) any breach by Member or any other person of any term or condition of these Terms, including without limitation, any representation and warranty hereunder, or (iv) any act, omission or misconduct of Member or any other person using or accessing the Platform.
We will promptly notify you of any claim which we become aware of and which we believe to be subject to indemnification under this Section; provided that our failure to promptly notify you shall not affect your indemnification obligations hereunder except to the extent that our failure to promptly notify you materially prejudices your ability to defend the claim. At our option, you will have the right to defend against any such claim(s) with counsel of your own choosing (subject to a conflicts assessment), and to settle such claim as you deem appropriate, provided that you (nor any Person acting on your behalf) may enter into any settlement without Company’s prior written consent (which may be conditioned or withheld in our sole and absolute discretion) and provided that we may, at any time, elect to take over control of the defense and settlement of any claim.
If you reside in the United States, you and Company agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Platform (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief (and associated legal relief) in a court of competent jurisdiction to redress or prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other Intellectual Property Rights. You acknowledge and agree that you and Company are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding. Further, unless both you and Company otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding.
This agreement to arbitrate evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. The AAA Rules are available at www.adr.org/arb_med. The Federal Arbitration Act will govern the interpretation and enforcement of this section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Florida and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Unless you and Company otherwise agree, the arbitration will be conducted in Miami-Dade County, Florida, United States. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Company submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
Notwithstanding the provisions of the “Modification” section above, if Company changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Company’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Company in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
For purposes of these Terms: (i) whenever the context requires, the singular number shall include the plural, and vice versa; (ii) the masculine gender shall include the feminine and neuter genders; (iii) the feminine gender shall include the masculine and neuter genders; and (iv) the neuter gender shall include the masculine and feminine genders. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of these Terms. As used in these Terms: (i) the words “hereof”, “hereunder”, “herein” and words of similar import refer to these Terms as a whole and not to any particular provision of these Terms; (ii) the words “include” and “including”, and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation”; (iii) except as otherwise expressly indicated, all references in these Terms to “Sections”, “Subsections”, “Paragraphs”, “Schedules”, “Exhibits” are intended to refer to sections, subsections or paragraphs of these Terms; and (iv) the word “or” means “and/or”.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Company (i) via email (in each case to the address that you provide) or (ii) by posting to the Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Except as otherwise required under applicable law, these Terms and your use of the Services will be interpreted in accordance with the laws of the State of Florida and the United States of America, without regard to its conflict-of-law provisions.
United States: If you reside in the United States, you and we agree to submit to the personal jurisdiction of a state court located in Miami-Dade County, Florida or a United States District Court, Southern District of Florida located in Miami-Dade County, Florida for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other Intellectual Property Rights, as set forth in the Dispute Resolution provision.
Europe: If you reside in Europe or elsewhere outside of the United States, you may bring legal proceedings with respect to these Terms, the Platform, or the Services, in the Courts of your member state of residence in accordance with applicable law.
If any provision of these Terms, or the application of such provision, is held invalid by a court of competent jurisdiction, the remainder of these Terms, and the application of such provision to persons, entities, or circumstances other than those with respect to which it is held invalid, shall not be affected.
The failure of Company to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties. Notwithstanding the foregoing, the parties agree that the payment card networks are third party beneficiaries of these Terms for purposes of enforcing provisions related to payments, but that their consent or agreement is not necessary for any changes or modifications to these Terms.
These Terms are effective upon your creation of an Account, as amended by any modifications made by Company as outlined at the start of these Terms. You may discontinue your use of Member Features or your Account at any time, for any reason. We may suspend or deactivate your Account, or revoke your permission to access the Platform or any or all Member Features, at any time, for any reason, with or without notice to you. We reserve the right to refuse access to the Platform or any Member Feature to any Member for any reason not prohibited by applicable Law. Either party may terminate the Terms for any reason upon written notice to the other party.
Sections I (Definitions), II (Acknowledgments and Disclaimers), VI (Financial Terms), VII (Member Conduct), VIII (Intellectual Property and Member License Agreement), X (Limitation of Liability), XI (Indemnification), XII (Dispute Resolution), and XIII (General Provisions) shall survive termination of these Terms.
These Terms constitute the entire and exclusive understanding and agreement between Company and you regarding the Platform, any Services rendered via the Platform, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Company and you regarding the Platform.
These Terms are neither assignable, transferrable nor delegable by you whether by operation of Law or otherwise. Any attempt by you to assign, transfer, or delegate any of these Terms, will be null and void and of no effect. Company may assign, transfer or delegate these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the respective parties, their successors and permitted assigns.
If you have any questions regarding these Terms or our privacy practices, you can contact us at:
PaySec USA LLC.
P.O.box 1593, West Plains, Mo 65775, USA
Attn: Paysec USA LLC.
West Plains, Mo 65775
Support number: +1 (213)-631-3646
Or by email at: email@example.com