Last updated: July 18, 2021
Hello and welcome to IdeaCooker! We will use a few terms in these Terms:
- “Terms”: these Terms of Service, which are a legally binding agreement that governs your access to our Services
- “UI”, “we”, “us” or “our”: IdeaCooker.
- “you” or “your”: you or the entity that you represent
- “User”: a user of the Services
- “Site”: www.ideacooker.com and its subdomains
- “App”: any downloadable applications we make available to you
- “Services”: any software or services we make available to you, including the Site or App
- “Content”: text content, notifications, emails, videos, images and audio or any combination thereof
BEFORE YOU CLICK ON THE “I ACCEPT” BUTTON, READ THESE TERMS CAREFULLY. BY CLICKING ON THE “I ACCEPT” BUTTON OR USING OUR SERVICES, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THESE TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF ANY GROUP OR ENTITY YOU REPRESENT, IF APPLICABLE. YOU HEREBY COVENANT TO ENSURE THAT ALL USERS THAT GAIN ACCESS TO OUR SERVICES FROM YOU ARE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, THEN DO NOT CLICK “I ACCEPT” AND YOU WILL NOT BE PERMITTED TO ACCESS AND/OR USE OUR SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, THEN DO NOT USE OUR SERVICES, INCLUDING OUR SITE OR APP.
THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE, WHICH (I) REQUIRES THAT YOU AND UI ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT; AND (II) LIMITS CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN THE ARBITRATION SECTION (SEE SECTION 26).
If you or the entity for which you are accessing and using the Services have a separate binding written or click-through agreement in place with IdeaCooker with respect to the Services, that separate agreement shall take precedence over these Terms of Service in the event of a conflict.
1. Acceptance of Terms.
These Terms are a legal agreement between you (together with the group or entity, if any, that you represent) and UI, establishing terms and conditions under which you access and use our Services. The date you first agree to or accept these Terms, or that you otherwise first access and use our Services following the date these Terms are first made available on the Site, is the “Effective Date.”
PLEASE REVIEW THESE TERMS BEFORE USING UI, AS THEY MAY HAVE CHANGED SINCE YOUR LAST VISIT. IF YOU ARE VIEWING THIS ON YOUR MOBILE DEVICE, YOU CAN ALSO VIEW THESE TERMS VIA A WEB BROWSER AT WWW.IDEACOOKER.COM/TERMS-OF-SERVICE. BY VISITING OUR SITE, YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OLD. BY USING THE SERVICES ON OUR SITE OR OUR OTHER SERVICES, INCLUDING OUR APP, YOU REPRESENT TO US THAT YOU ARE AT LEAST 18 YEARS OLD, OR AT LEAST 13 YEARS OLD WITH YOUR PARENT OR GUARDIAN’S CONSENT, AND HEREBY INDICATE YOUR UNCONDITIONAL ACCEPTANCE OF THESE TERMS.
UI reserves the right to revise these Terms in its sole discretion at any time by posting the revised Terms on our Site. We endeavor to provide notice you whenever we make any such revisions. Revisions to the Terms are effective and binding on you upon the earlier of (i) the first renewal of your subscription following such notice or posting; or (ii) your use of any Services after such a notice or posting.
If you wish to use our Services on behalf of a company, group, organization or other entity, then you represent and warrant that you: (a) have the authority to bind such entity to these Terms and (b) agree to be bound by these Terms on behalf of such entity.
2. Scope of Services.
We may alter, suspend, discontinue or subcontract our Services in whole or in part, at any time and for any reason, without notice. Our Services may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons. In order to use our Services, you must have a computer with Internet access that can access our Site or a compatible mobile device enabled with our application. You may from time to time elect to place an order with IdeaCooker by executing an order form either in hard copy or through the Site or App, which shall be effective only if accepted by IdeaCooker. Any such order will be governed by these Terms unless otherwise agreed in writing by the parties.
When using our Services your telecommunications carrier’s normal rates and charges apply. We are not responsible for any charges you incur from your telecommunications carrier as a result of your use of our Services. You are responsible for ensuring that, at all times while using our Services, you are not in violation of your agreement with your telecommunications carrier.
Subject to these Terms and any other agreement between you and us, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use our Services solely in the manner enabled by us. Your license to use our Services is automatically revoked if you violate these Terms. From time to time, we may upgrade our Services or make improvements to our Services. You agree that these Terms will apply to any such upgrades or improvements. The foregoing license grant is not a sale of any aspect of our Services or a sale of a copy of any aspect of our Services, and we and our partners and suppliers retain all right, title and interest in our Services. We reserve all rights not expressly granted under these Terms.
If you are a Researcher (as defined below), you agree to obtain explicit consent as required by applicable law prior to collecting or submitting any “Sensitive Information” (information related to race or ethnic origin, political opinions, religion or other beliefs, health or sex life, criminal background, trade union membership or any other similar information that is considered to be sensitive information under certain applicable law) from Researcher-Affiliated Participants (as defined below) in connection with the Services. UNDER NO CIRCUMSTANCES SHALL YOU USE THE SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION FROM OR RELATING TO ANY PARTICIPANTS THAT ARE NOT RESEARCHER-AFFILIATED PARTICIPANTS. If you use the Services to collect, manage, or process Sensitive Information from or relating to Participants, it shall be considered unauthorized use of the Services, and UI will not have any liability that may result from such use. Without limitation, you agree to indemnify UI in accordance with Section 14 of these Terms for your failure to obtain such consent, and for your unauthorized use of the Services to collect, manage or process Sensitive Information from or relating to Participants.
If you are a Participant (as defined below), YOU AGREE NOT TO SUBMIT SENSITIVE INFORMATION TO THE SERVICES IN RESPONSE TO ANY REQUEST FROM A RESEARCHER. If you submit Sensitive Information to the Services in response to any request from a Researcher, it shall be considered unauthorized use of the Services, and UI shall have no responsibility or liability in connection therewith.
4. Login Credentials; Social Services.
In order to use some of our Services, you may be required to register by providing certain information, including personal information. You agree to provide accurate, complete, and up to date information as requested on the screens that collect information from you.
We may ask you to complete a registration form and create a user name and password (“Login Credentials”). You are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs on your account (including without limitation financial obligations). You agree to notify us immediately if you believe that your Login Credentials have been or may be used without your permission so that appropriate action can be taken. We are entitled to act on transaction instructions received when your Login Credentials are used, regardless of whether use of the Login Credentials has been authorized by you. We are not responsible for losses or damage caused by your failure to safeguard your Login Credentials. You are responsible for keeping your registration information up to date.
5. Our Services.
- Projects, Researchers, and Participants.
(i) Researchers: You may post testing or interview opportunities (each, a “Project”) to the Services or may upload data sets including information about Participants (as defined below), (each, a “Contact List”) to the Services (to the extent you do either of the foregoing, you are a “Researcher”), subject to the fee and subscription arrangements entered into between us, or as set forth on our Site from time to time, as applicable.
(ii) Participants: You may register through the Services directly, or to participate in a Project for a Researcher, or you may give a Researcher permission to upload a Contact List including information about you to the Services (to the extent you do either of the foregoing, you are a “Participant”). Note that Researchers may search for Participants by filtering for demographics and other details, as such functionality is made available by UI from time to time.
(iii) Researcher-Affiliated Participants: Participant accounts created by a Researcher, including Participants registered by a Researcher as part of a Contact List, shall be referred to as (“Researcher-Affiliated Participants”). All references to Participants shall also apply to Researcher-Affiliated Participants, except where specifically noted otherwise.
- Responsibility; Limitations.
Participants and Researchers are independent third-parties and are not employees or agents of UI. UI is not responsible for, and expressly disclaims all liability for, the acts or omissions of the Participants and Researchers. We reserve the right to reject or remove any Project or Contact List (and the information contained therein) at any time for any or no reason. We do not guarantee fulfillment of any Project.
- Researcher Fees; Participant Payments.
(i) If a Researcher chooses to use UI as a payment intermediary for a Project, as such functionality may be made available through the Services from time to time, then the following clauses ((a) through (d)) shall apply to such Project:
(a) To the extent a Researcher promises a completion fee to a Participant in association with such Project, Researcher shall pay to UI the full amount of such completion fee, plus the applicable recruiting and credit card processing fees established by UI from time to time, promptly upon such Participant’s completion of his or her part in such Project. Researcher is solely liable for completion fees promised to Participants, including for Researcher mistakes arising for any reason. Researcher and Participant acknowledge and agree that the maximum completion fee that Researcher may promise to any Participant for any such Project is $750 unless otherwise agreed in writing by Researcher and UI. Participant should contact Researcher to verify any promised completion fee over $750 before participating in any such Project.
(b) UI shall compensate each Participant that completes his or her part in such Project in the form of UI’s choosing (including in the form of gift cards to widely-used online shopping platforms) in the amount of the completion fee promised by the applicable Researcher for such Project. UI shall not compensate a Participant for his or her part in such Project until Researcher confirms such completion, even if such Participant contacts UI requesting compensation. A Participant has no right to any compensation with respect to any Project until Researcher confirms Participant’s completion of his or her part in the Project.
(c) If a Researcher cancels a Participant after that Participant has been scheduled, UI may, in its sole discretion, charge Researcher a cancellation fee plus the applicable recruiting and credit card processing fees established by UI from time to time. If UI charges a Researcher such a cancellation, UI may, in its sole discretion, pay a portion or all of such cancellation fee to the applicable Participant. Participant has no right to any compensation for any cancellations.
(d) Any disputes about any fees under these Terms must be submitted to us in writing within 30 days after the date such fees are incurred. We shall consider fees undisputed after 30 days.
(ii) If Researcher does not use UI as a payment intermediary for a Project, Researcher and all applicable Participants acknowledge and agree that UI has no responsibilities related to payment for services provided to such Researcher by any applicable Participants.
- Contact Lists.
(ii) If Researcher uploads a Contact List using the Services, IdeaCooker will not contact any Researcher-Affiliated Participant contained in such Contact List about opportunities with non-Customer Projects, or use their information in any way other than to provide the Services to the applicable Researcher (unless those Researcher-Affiliated Participants have created a separate, independent Participant account in the Services);
- Acknowledgement to Receive Communications.
By using the Services, you may receive emails and push notifications (if you use our App) from us regarding the Services or about your use of our Services, and communications, including emails, text messages, push notifications, mail and telephone calls, that include User Content, or are related to the Services. You May also receive marketing materials from us.
You agree that any notices, agreements, disclosures or other communications that we send to you electronically shall be deemed to satisfy any legal communication requirements to the extent permitted under applicable law.
To opt out of receiving any marketing communications from us, please follow the unsubscribe link in the applicable correspondence. Note that you may continue to receive communications related to the Services.
- Use Restrictions.
You may not use our Services if you are legally prohibited under the laws of the country in which you are resident or from which you access or use our Services. Our Services are not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), or the Federal Information Security Management Act (FISMA), so you may not use our Services where your communications or User Content would be subject to such laws.
You may not access or use our Services if you are a competitor or for purposes of monitoring their availability, performance or functionality, or for any other bench marking or competitive purposes.
In accordance with United States export laws, you agree not to export or re-export our Services except in full compliance with all United States laws, rules, decrees, regulations, and executive orders, including without limitation the Export Administration Regulation of the U.S. Department of Commerce and the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury. Without limitation of the foregoing Services may not be exported or re-exported into (or to a legal permanent resident of) any country to which the United States embargoes goods or to anyone on the United States Treasury Department’s list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department’s Denied Persons List.
With the exception of Researcher-Affiliated Participants, Researchers may not recontact any Participants who were previously recruited for one of the Researcher’s Projects unless all communication is handled through the IdeaCooker Site or unless expressly permitted by IdeaCooker.
- Payment. You agree that we may charge your payment method for any amounts accrued by you through your subscriptions to and/or use of the Services and for any additional amounts (including but not limited to any taxes and late fees, as applicable) that may be accrued by or in connection with the account associated with your Login Credentials. All payments must be made in United States Dollars.
- Refunds. Except as set forth in these Terms, required by law, or otherwise agreed upon in writing by both parties, we have no obligation to provide refunds or credits.
UI is a platform designed to connect Participants and Projects. Researchers and Participants are responsible for understanding and evaluating any potential tax liability related to payments made in connection with Projects and for determining any potential income reporting pursuant to the requirements of local, state, or federal law. UI cannot and does not offer tax advice to Researchers or to Participants and is not responsible in any way for any failure of Researchers or Participants to report taxable income or remit any taxes that may be due to any taxing authority. UI recommends that you consult with a tax advisor prior to using the Services. You are solely responsible for any taxes arising from your use of the Services, excluding UI’s income.
8. User Content.
After submitting User Content to our Services, you continue to retain such responsibility for and rights in such User Content as you held prior to submitting such User Content to our Services. By submitting any User Content to our Services, you hereby grant to us the right and license to use, display, reproduce, adapt, modify, re-arrange and distribute your User Content for any purpose related to providing the Services. You retain sole authorship responsibility for any User Content you submit to our Services regardless of whether we modify your User Content.
You represent and warrant that you will neither submit nor solicit any User Content that is personal financial information, sensitive information, personal health information or protected health information (as defined under applicable law).
You represent and warrant that you are not a “covered entity” for purposes of the Health Insurance Portability and Accountability Act or any state equivalent.
You may not use the Services to send unsolicited messages (also known as “spam”), or to send any communication to any recipient that has not authorized you to send such communication or to send commercial or marketing messages of any kind.
You agree that you are the sole or designated sending party of any message or communication that you send in connection with your use of the Services.
Any message you send in connection with your use of the Services shall (i) accurately and in a non-deceptive manner identify you, (ii) not contain any deceptive or misleading content regarding the message’s subject matter, (iii) include your valid physical address; and (iv) comply with all applicable law.
10. Prohibited Content.
- You shall not, and shall not authorize or facilitate any attempt by another person to use our Services to:
(i) Damage, disable, overburden, impair or interfere with any other party’s use of our Services;
(ii) Obtain or attempt to obtain any materials or information through any means not intentionally made available through our Services
(iii) Use false or misleading information in connection with your user account or impersonate any other person living or dead, (you acknowledge that we reserve the right to disable any user account with a profile that we reasonably believe is false or misleading, including a profile that impersonates a third party);
(iv) Upload or send any User Content that is unlawful, harmful, threatening, abusive, harassing, hateful, disparaging, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious or otherwise objectionable, as determined by UI in its sole discretion;
(v) Upload or send User Content that depicts or advocates the use of illegal drugs, that characterizes violence as acceptable, glamorous or desirable, or that encourages conduct that would constitute a criminal or civil offense;
(vi) Upload or send User Content that infringes another’s copyright, trademark or trade secret;
(vii) Upload or send unsolicited advertising or unlawfully promote products or services;
(viii) Harass, threaten, stalk or intentionally embarrass or cause distress to another person or entity;
(ix) Promote, solicit, or participate in any multi-level marketing or pyramid schemes;
(x) Exploit children under 18 years of age;
(xi) Invade the privacy of any person, including without limitation posting personally identifying or otherwise private information about a person without their consent;
(xii) Create a false identity;
(xiii) Engage in fraudulent actiities, including but not limited to “phishing”;
(xiv) Circumvent, remove or otherwise interfere with any security-related features of our Services, features that prevent copying or using any part of our Services or features that enforce limitations on the use of our Services or any User Content or UI Content;
(xv) Introduce viruses, worms, Trojan horses and/or harmful code to our Services;
(xvi) Use any robot, spider, site search/retrieval application or other automated device, process, or means to access, retrieve, scrape or index any portion of our Services or any Content; or
(xvii) Violate any applicable statute, law, rule, regulation or court order.
We reserve the right to modify this list at any time in sole discretion.
11. Intellectual Property Rights.
You agree and acknowledge that the structure, organization and code used in conjunction with our Services are proprietary to us. You shall not, and shall not permit any person or entity to: (i) use our Services on a service bureau, time sharing or any similar basis, or for the benefit of any other person or entity; (ii) alter, enhance or make derivative works of our Services or any Content available through the foregoing; or (iii) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive, source code from our Services. You shall not sell, transfer, publish, disclose, display or otherwise make available our Services including any modifications, enhancements, derivatives and other software and materials provided hereunder by us or copies thereof to others in violation of these Terms.
Unless otherwise noted, all UI Content contained on our Services is the property of us and/or our affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws.
12. Assumption of Risk.
Although we reserve the right to review or remove all User Content that appears in the Services, we cannot—and do not—take responsibility for any User Content that Participants and Researchers provide through the Services, and do not assume any responsibility for the accuracy or reliability of this information or any information exchanged between Researchers and Participants. UI does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any Project, or any communication between Researchers and Participants. UI is not responsible for the conduct of any Researcher or Participant in any way. It is your responsibility to take all necessary precautions in all interactions in connection with your use of the Services.
You agree to indemnify, defend and hold harmless us and our officers, directors, employees and agents, at your expense, from any claims, damages, losses, liabilities and all costs and expenses of defense (collectively, “Claims”), including without limitation attorneys’ fees, resulting directly or indirectly from a claim by a third party that arises in connection with (i) your submission or solicitation of any User Content, (ii) your legal, illegal, authorized, or unauthorized use of our Services and all of your communication in connection with the Services, (iii) any Project, (iv) any Contact Lists, or (v) any User or other third party’s use of any User Content that you submit to our Services. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
Researchers shall carry insurance in at least the following types and amounts: general liability insurance with coverage of at least $1,000,000 per occurrence and $2,000,000 in the aggregate; technology errors and omissions (or cyber insurance) with coverage of at least $1,000,000 in the aggregate; and workers compensation insurance with coverage at least matching applicable statutory minimums. Researchers shall name IdeaCooker as additional insured on the foregoing policies, with coverage in force as primary and non-contributory. Researchers shall provide IdeaCooker with certificates of insurance demonstrating the foregoing at IdeaCooker’s reasonable request.
15. Copyright Infringement; DMCA Policy.
If you believe that any materials on our Services infringe your copyright, you may request that such materials be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following information: (i) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (ii) identification of the material that you believe to be infringing and its location, including a description of the material, its location on our Services or other pertinent information that will help us to locate the material; (iii) your name, address, telephone number and email address; (iv) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law; (v) a statement that the information in your claim is accurate; and (vi) a statement that “under penalty of perjury,” you declare that you are the lawful copyright owner or are authorized to act on the owner’s behalf. Our agent for copyright issues relating to our Services is Copyright Agent, email@example.com. In an effort to protect the rights of copyright owners, we reserve the right to suspend your account, delete or disable content alleged to be infringing and/or terminate the account of a repeat infringer. This process does not limit our ability to pursue any other remedies we may have to address suspected infringement.
16. Third Party Sites.
Our Services may contain links to third party sites, which are independent of us and not under our control. These links are provided to you as a convenience only, and we are not responsible for the content. In addition, a link to any third party site does not imply that we endorse or accept any responsibility for the content or use of such site.
OUR SERVICES AND ALL CONTENT ON OR ACCESSIBLE FROM OUR SERVICES ARE PROVIDED“AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE THROUGH OUR SERVICES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR SERVICES(INCLUDING WITHOUT LIMITATION MECHANISMS FOR DOWNLOADING AND TRANSMITTING CONTENT) PROVIDED BY OUR SERVICES WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED OR (iv) THAT OUR SERVERS OR THE SERVER(S) THAT MAKE OUR SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WE AND OUR AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.
IF THE LAW OF THE COUNTRY OR STATE WHERE YOU LIVE DOES NOT ALLOW THE EXCLUSIONS OF LIABILITY PROVIDED FOR IN THIS SECTION, THOSE EXCLUSIONS SHALL NOT APPLY.
18. Limitation of Liability.
- Disclaimer. IN NO EVENT SHALL WE BE LIABLE TO YOU, ANY OTHER USER OF OUR SERVICES, THIRD PARTY PROVIDERS OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF OUR SERVICES, YOUR CONTACT INFORMATION, CONTENT OR ANY INFORMATION CONTAINED THEREON, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
- Limitation. OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THESE TERMS SHALL NOT EXCEED THE GREATER OF (i) $100.00 OR (ii) THE AGGREGATE AMOUNT YOU HAVE PAID TO US IN FEES, IF ANY, WITH RESPECT TO THE THEN-PRIOR TWELVE (12) MONTH PERIOD.
- Exclusions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU BUT SHALL INSTEAD APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
19. Release from Liability.
You release, to the fullest extent permitted by law, UI, its directors, officers, members, employees, representatives, consultants, agents, suppliers, and/or distributors from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with (i) disputes between or among Users; (ii) third party sites and services, including without limitation content found on such sites and services; and (iii) claims relating to the unauthorized access to any data communications or User Content stored under or relating to your account, including unauthorized use or alteration of such communications or your User Content.
You hereby waive the applicability of California Civil Code §1542, and any similar statute or principle of common law. California Civil Code §1542 says: “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.”
20. California Users.
If you are a California resident, we are required to inform you that you may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs via mail at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834 or telephone at (916)445-1254 or (800) 952-5210. Hearing-impaired users can reach the Complaint Assistance Unit at TDD (800) 326-2297 or TDD (916) 322-1700.
21. Non-US Users.
22. Modifying and Terminating Service.
We may terminate your access to our Services, in our sole discretion, for any reason and at any time, upon electronic notice to you at your registered email address or Social Networking service, including, without limitation, for your violation of these Terms. You agree that we are not liable to you or any third party for any termination of your access to our Services. We may change and update our Services from time to time. We may add or remove features including without limitation making free services into paid services and vice versa. We will give you appropriate advance notice about any major changes, although you understand that we may stop, suspend, or change our Services at any time without prior notice. You may terminate these Terms at any time by ceasing to use our Services.
Accrued obligations and all provisions of these Terms that by their nature should survive will survive any termination of these Terms.
23. Unsolicited Ideas and Feedback.
We welcome your feedback, ideas, and suggestions (collectively, “Suggestions”). If you send us any Suggestions, you agree that: (i) your Suggestion(s) become our property and you are not owed any compensation in exchange; (ii) none of the Suggestion(s) contain confidential or proprietary information of any third party; (iii) we may use or redistribute Suggestion(s) for any purpose and in any way; (iv) there is no obligation for us to review your Suggestion(s); and (v) we have no obligation to keep any Suggestions confidential.
We may provide you notice to the email address you provide to UI during the registration process. Notice shall be deemed given 24 hours after the email is sent. Alternatively, we may give you legal notice by mail to the address provided during the registration or purchase process and you may give us notice to the address set forth on our Site as our address. In such case, notice shall be deemed given three days after the date of mailing.
25. Governing Law; Dispute Resolution.
These Terms, and any dispute between you and us, shall be governed by the laws of the Commonwealth of Massachusetts without regard to principles of conflicts of law that would result in the application of the law of any other jurisdiction, except that the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provisions set forth below. Unless you and we agree otherwise, in the event that Section 26 is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out of the Agreement to Arbitrate (as defined below) or as a result of a decision by the arbitrator or court order, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state court located in Suffolk County, Massachusetts or a federal court located in Boston, Massachusetts, except that you or we are permitted (i) to bring small claims actions in state court in the county in which you reside if such court has a small claims procedure; (ii) to bring claims for injunctive relief in any court having jurisdiction over the parties; or (iii) to seek enforcement of a judgment in any court having jurisdiction over the parties. To the extent permitted by law, you and we agree to waive trial by jury in any court proceeding.
26. Agreement to Arbitrate; Waiver of Class Action.
You may opt-out of this agreement to arbitrate. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt-out, you must notify us in writing within thirty (30) days after the date that you first became subject to this arbitration provision. The opt-out notice must state that you do not agree to the Agreement To Arbitrate and must include your name, address, phone number, your UI account to which the opt-out applies, and a clear statement that you want to opt-out of this agreement to arbitrate. You must sign the opt-out notice for it to be effective. This procedure is the only way you can opt-out of the Agreement To Arbitrate. You must use this email address to opt out:
Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any change to the Arbitration Procedures (other than a change to any notice address or Site link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change. Moreover, if we seek to terminate the Arbitration Procedures from these Terms, such termination shall not be effective until thirty (30) days after the version of these Terms not containing the Arbitration Procedures is posted to our Site, and shall not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal.
In accordance with Section 26, this agreement to arbitrate will survive the termination of your relationship with us.
You may not assign or transfer your rights or obligations under these Terms in whole or in part to any third party without our written consent. These Terms shall bind and inure to the benefit of the parties to these Terms and their respective successors, permitted transferees, and permitted assigns. We and you are independent contractors and are not partners, joint venturers, agents, employees, or representatives of the other party. These Terms contain the entire understanding of the parties with respect to the transactions and matters contemplated herein, supersede all previous communications, understandings, and agreements (whether oral or written) other than any click-through or end-user license agreement provided by us, and cannot be amended except by a writing signed by both parties or by our posting of an amended version of these Terms on our Site. The headings and captions used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms. If any part of these Terms is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions. The failure of UI to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
Our Services are available only to, and may only be used by individuals who are 18 years and older and can form legally binding contracts under applicable law, or by individuals who are 13 years and older and have your parent or guardian’s consent. If you are a resident of the European Economic Area, you must be at least the age of consent under Article 8 of GDPR. If you are a parent or guardian and you discover that your child has created an unauthorized account on our Services, please contact us at firstname.lastname@example.org regarding such an unauthorized account.
29. For Additional Information.
If you have any questions about these Terms, please contact us at email@example.com.
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