Cognishape - Terms of Service
Here are the key points of these Terms of Service. They are brought for your convenience only and do not substitute the full Terms.
By accessing or using the Cognishape app (the “Service”), you agree to be bound by these Terms.
THE SERVICE IS NOT AND SHOULD NOT BE REGARDED AS A SUBSTITUTE FOR MEDICAL OR OTHER PROFESSIONAL ADVICE, GUIDANCE, COUNSELLING OR TREATMENT. IN CASE OF A MEDICAL EMERGENCY CALL YOUR LOCAL EMERGENCY DISPATCH CENTER.
YOU SHOULD USE YOUR DISCRETION IN THE PERFORMANCE OF THE TASKS THAT THE SERVICE RECOMMENDS. IF YOU FEEL THAT THE TASKS ARE NOT APPROPRIATE TO YOUR CONDITION, DO NOT ATTEMPT TO PERFORM THEM.
Age Restrictions and Eligibility. The Service is intended and permitted only for healthy individuals 18 years of age or older.
Acceptable use. You may use the Service for your personal purposes only. The Terms also define the acceptable and unacceptable use of the Service.
Free trial followed by fee-based Subscription. You may use the Service without charge for the trial period determined by Google Play or the AppStore. Thereafter, your continued use of the Service is subject to a periodic, automatically renewing, fee-based periodic subscription.
Account suspension. We may temporarily or permanently deny, limit, suspend, or terminate your Account if you misuse the Service.
Intellectual property. All rights, title and interest in and to the Service, including all intellectual property rights, are owned by – or licensed to us. We do not own the content you provide to the Service but you grant us a license to use it.
Availability. We do not guarantee that the Service will operate without disruption, errors, or interruptions, or that it will be accessible, or available at all times, or immune from unauthorized access.
Disclaimer of warranty. Our Service is provided for use "AS IS". We disclaim warranties and representations, either express or implied, with respect to the Service.
Indemnity. You will indemnify us if you misuse the Service.
Limitation of liability. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW WE WILL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES.
Contacting us. You may contact us with any question, request, comment or complaint with respect to the Service or these Terms, at email@example.com.
About the Service. Welcome to Cognishape, an app-based cognitive training program for adults via conversational (non-human) technology. The app provides you with several tasks to perform, such as cognitive and light physical tasks. The app also performs cognitive assessments as part of the Service. further details about the Service can be found on our website cognishape.com and the app is available on the Apple and the Google app stores.
The Service is developed and operated by Cognishape Ltd. (the "Company", "we", "us" and "our").
Please carefully read the following terms and conditions (the "Terms"). By accessing or using the Service in any way, or by registering as a user for the Service (in each case, a "User", "you"), you agree to be bound by these Terms and you signify that you have read and understood them. If you do not agree to these Terms, you may not use the Service in any way.
YOU SHOULD USE YOUR DISCRETION IN THE PERFORMANCE OF THE TASKS THAT THE SERVICE RECOMMENDS. IF YOU FEEL THAT THE TASKS ARE NOT APPROPRIATE TO YOUR CONDITION, DO NOT ATTEMPT TO PERFORM THEM.
THE SERVICE IS NOT AND SHOULD NOT BE REGARDED AS A SUBSTITUTE FOR MEDICAL OR OTHER PROFESSIONAL ADVICE, GUIDANCE, COUNSELLING OR TREATMENT. ALWAYS SEEK THE ADVICE OF A QUALIFIED PROFESSIONAL. IN CASE OF A MEDICAL EMERGENCY CALL YOUR LOCAL EMERGENCY DISPATCH CENTER.
REGISTRATION AND USER ACCOUNT
The Service is available for registered Users only. A personal user account will be created once you directly sign-up to our Service, or when you sign up to our Service through a third party account such as Google (the "Account" or "User Account").
When you register with the Service, you must submit only true, accurate and complete details of your Account. Bear in mind that false, incorrect or outdated information may impair our ability to provide you with the Service and to contact you.
We will explicitly indicate the fields for mandatory completion. If you do not enter the requisite data in these fields, you will not be able to register with the Service.
You are prohibited from selling or transferring your Account or your login details, such as username and password, in any way to any third party.
You are fully accountable for any outcome that may result from your failure to provide true, accurate and complete details when signing-up to our Service. You are solely responsible and liable for all activities performed with or through your User Account due to breaching these Terms.
Subject to these Terms, we hereby grant you a worldwide, limited, revocable, non-exclusive, non-sub-licensable, non-transferable and non-assignable right, limited in time until the termination or expiration of these Terms or the termination of your Account or the rights granted to you for using the Service, to use the Service in accordance with these Terms, for your personal purposes only.
To provide you with the Service, we will request permission to access the following components on your device: Internet access, estimated location, activity on the app, crash logs and notifications.
AGE RESTRICTION AND ELIGIBILITY
If you are under the age of 18 or unhealthy, you may not use the Service in any way. By using, accessing, or registering with the Service, you declare that you are healthy and 18 years of age or older. Additional age restrictions may apply in your country.
RESPONSES AND YOUR USE OF THE SERVICE
While using the service, you will be requested to provide responses to the questions presented on the Service.
We highly recommend that you take caution with the responses you decide to provide to the Service, such as personal information that impacts your own or others’ privacy. You confirm that you have all rights, consents, licenses, and authorizations to your responses, including from relevant third parties.
Your use of the Service, and all consequences resulting therefrom, is strictly at your own responsibility.
You may find content on our Service not compatible with your expectations, unhelpful, erroneous, objectionable, annoying, improper, unlawful, or even immoral. We do not endorse or sponsor the content on our Service, or confirm its accuracy, credibility, authenticity, reliability, validity, integrity, or legality.
ACCEPTABLE USE OF THE SERVICE
You are solely responsible for all acts or omissions associated with your access and use of the Service and the access and use of the Service by anyone on your behalf. When using the Service, you must refrain from –
Breaching the Terms or any other applicable rules and instructions that we may convey with respect to the use of the Service;
Providing responses which -
infringes or violates intellectual property rights of other parties, including copyrights, patents, trade secrets and trademarks;
Identifies minors, their personal details or their address and ways to contact them;
Constitutes a violation of a person's right to privacy or right of publicity; or
Is threatening, abusive, harassing, defamatory, libelous, vulgar, violent, obscene or racially, ethnically or otherwise objectionable.
Engaging in any activity that constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law;
Interfering with, burdening or disrupting the functionality of the Service;
Breaching the security of the Service or identifying any security vulnerabilities in it;
Knowingly and intentionally providing and erroneous or malicious responses;
Circumventing or manipulating the operation or functionality of the Service, or attempting to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Service;
Using or launching any automated system, including robots, crawlers and similar applications to collect or compile content from the Service, or in such ways that may impair or disrupt the Service's functionality;
Impersonating any person or entity, or making any false statement pertaining to your identity, employment, agency or affiliation with any person or entity;
Collecting, harvesting, obtaining or processing personal information of or about other Users; or
Accessing or using the Service in order to develop or create a similar or competitive service.
USER ACCOUNT SUSPENSION
In addition to any remedies that may be available to us under any applicable law, we may, upon notice to you, temporarily or permanently deny, limit, suspend, or terminate your User Account, prohibit you from accessing the Service and take technical and legal measures to keep you off the Service, if we determine, in our reasonable discretion that -
You abused your rights to use the Service;
You breached the Terms;
You performed any act or omission that violates any applicable law, rules, or regulations;
You have performed any act or omission which is harmful or likely to be harmful to us, or any other third party, including other Users of the Service;
You used the Service to perform an illegal act, or for the purpose of enabling, facilitating, assisting or inducing the performance of such act;
You deliberately submitted false information; or
You have transferred your User Account to another person or entity.
FEE-BASED AND FREE OF CHARGE SERVICE
Cognishape Subscription. Access to Cognishape is free of charge for an initial period of use as determined by Google Play or the AppStore. After the end of this period, your continued use of Cognishape is subject to a paid, automatically renewing, periodic subscription plan (“Subscription Plan” or “Subscription”), at the rate and periods presented to you by the Third Party Payment Processors (defined below).
Third Party Payment Processors. Cognishape uses third-party Third Party Payment Processors for the purpose of processing transactions via your chosen payment method: Google and Apple (“Third Party Payment Processors”). Payments processed through Third Party Payment Processor are subject to the applicable terms and conditions of the Third Party Payment Processor, which shall be separately provided by the Third Party Payment Processors. By using the Third Party Payment Processor, you agree to be bound by the applicable terms and conditions of such Third Party Payment Processor. All payments and transactions pertaining to the Subscription Plan will be processed by the Third Party Payment Processor.
Subscription Auto-Renewal. The Subscription automatically renews at the end of your subscription period, unless you cancel your Subscription before it renews.
Subscription Fees. If you choose to sign up for a Subscription Plan, you agree to pay Cognishape all applicable fees and taxes for the Subscription which are presented to you on the Service (the “Subscription Fees”). Subscription Fees are in US dollars, unless stated otherwise. Cognishape may change the Subscription Fees at any time. Any changes made to the Subscription Fees will apply to your next Subscription period upon renewal of your Subscription, and we will notify you about such changes prior to your Subscription renewal.
Cognishape will automatically charge via the Third Party Payment Processor the Subscription Fees at the beginning of each subscription period. You agree to keep the billing information you provide to the Third Party Payment Processor current, complete, and accurate.
Failure to pay your Subscription Fees may result in the suspension or cancelation of your Subscription Plan, without notice. Cognishape may, at its sole discretion, attempt to collect unpaid Subscription Fees at a later time, either directly or through a third-party collection agency, to the extent permitted by applicable law.
By signing up for a Subscription Plan, you confirm that your payment method will be charged for the applicable Subscription Fees through our Third Party Payment Processor. You are responsible for any commission or surcharges introduced by your selected payment method.
You are responsible for all transactions (one-time, recurring, and refunds) processed through Cognishape by the Third Party Payment Processor. Cognishape shall not be liable for any loss or damage resulting from any wrong or invalid transactions processed for you by the Third Party Payment Processor.
Sales tax and other taxes may apply to the Subscription Plan. You are responsible for all applicable taxes. Where taxes apply, we will charge the tax when required by applicable law.
Subscription Plan Cancelation. You may cancel your Subscription Plan at any time by following the cancellation procedure on Google Play or the AppStore. Upon cancelation of a Subscription Plan, the Subscription auto-renewal will be canceled, and your Subscription Plan will be terminated up to following your cancelation request.
If you are entitled to a refund in accordance with the cancellation rules on Google Play or the AppStore, you will be refunded in accordance with those rules.
Results of Subscription Plan Termination. Upon termination of the Subscription Plan, your access and permissions to the Service will be suspended within 3 days after your cancelation request, and you may not have access to the Service. Cognishape will not have any liability to you, or to a third party, in connection with the termination of the Subscription Plan. Unless expressly indicated herein otherwise, the termination shall not relieve you of your obligation to pay past Subscription Fees that are due.
All rights, title and interest in and to the Service and the Service's software, including, without limitation, questions, content, assessments, patents, copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights, and any goodwill associated therewith, are owned by, or licensed to us. We do not claim ownership of your responses.
You may not copy, distribute, display or perform publicly, sublicense, decompile, disassemble, reduce to human readable form, execute publicly, make available to the public, adapt, make commercial use, process, compile, translate, sell, lend, rent, reverse engineer, combine with other software, modify or create derivative works of the Service's software, which is subject to intellectual property rights or other proprietary rights, either by yourself or by a third party on your behalf, in any way or by any means, including, but not limited to electronic, mechanical or optical means, without prior written authorization from us.
You may not adapt or use otherwise any name, mark or logo that is identical, or confusingly similar to our trademarks, services marks and logos. You must refrain from any action or omission which may dilute or tarnish our goodwill.
You may provide us with feedback, including information pertaining to bugs, errors and malfunctions of the Service, performance of the Service, the Service's compatibility and interoperability, and information or content concerning enhancements, changes or additions to the Service that you would like to have, desire or suggest. When you do so, you assign all right, title and interest in and to that feedback to us, including the right to make commercial use thereof, for any purpose we deem appropriate, without charge. You are not entitled to receive any remuneration for our use of your feedback, you represent that the feedback is original or that you have any intellectual property rights necessary to make the submission without restriction. Further, you waive any past, present or future moral rights you may have in the feedback.
CHANGES IN THE SERVICE
We may maintain the Service with periodic releases of updates or upgrades. We will determine, in our discretion, the frequency and scope of such releases and you will have no plea, claim or demand against us or our directors, officers, employees, agents, advisors, consultants, subcontractors and assignees (collectively, our "Staff"), for any of these releases or the lack thereof.
We may also, at any time and without prior notice, change the layout, design, scope, features or availability of the Service. If you have an active Subscription Plan to the Service, we will only do so in a manner that does not materially diminish the performance or features available on the Service.
We may temporarily suspend the operation of the Service for maintenance purpose and will aim to do so in a fashion that minimizes the impact on the Users of the Service.
AVAILABILITY AND QUALITY
The availability, quality and functionality of the Service depends on various factors, including software, hardware, communication networks, and the quality of broadband/cellular/Wi-Fi network connectivity, which are provided by third parties, at their responsibility. These factors are not fault-free.
WE DO NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT DISRUPTION, ERRORS OR INTERRUPTIONS, OR THAT IT WILL BE ACCESSIBLE, OR AVAILABLE AT ALL TIMES OR IMMUNE FROM ERRORS, GLITCHES OR UNAUTHORIZED ACCESS.
CHANGES TO THE TERMS
We may amend the Terms from time to time. Upon significant changes, we will proactively notify you of the amended Terms via a notification on the Service at a reasonable time in advance of the effective date. Otherwise, we will publish the amended Terms online. Your continued use of the Service after the effective date of the amended Terms constitutes your consent to the amended Terms. The latest version of the Terms will be accessible here.
If you do not accept the amended Terms, refrain from using the Service. We may terminate the Terms and your User Account in such a case.
DISCLAIMER OF WARRANTY
THE SERVICE IS PROVIDED FOR USE "AS IS" AND "WITH ALL FAULTS". WE AND OUR STAFF DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, YOUR USER ACCOUNT, ANY INTERACTION RELATED TO THE SERVICE AND ANY COMMUNICATION BETWEEN YOU AND THE SERVICE.
WE AND OUR STAFF DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, RELIABILITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, AVAILABILITY, SAFETY, SECURITY OR ACCURACY – REGARDING THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE SERVICE IS ENTIRELY, OR AT THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, AT YOUR OWN RISK.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR STAFF SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY, INCIDENTAL OR CONSEQUENTIAL DAMAGE, OR ANY SIMILAR DAMAGE OR LOSS (INCLUDING LOSS OF PROFIT AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, CONTRIBUTION, INDEMNITY, OR IN ANY OTHER FORM OR THEORY OF LIABILITY, ARISING FROM, OR IN CONNECTION WITH THE SERVICE, THE USE OF OR THE INABILITY TO USE THE SERVICE OR YOUR USER ACCOUNT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT IN THE EVENT OF INTENTIONAL MISCONDUCT OR FRAUD, THE TOTAL AND AGGREGATE LIABILITY OF THE COMPANY AND ITS STAFF, FOR ANY AND ALL DAMAGES ARISING FROM OF OR RELATED TO THESE TERMS OR THE SERVICE, IS LIMITED TO DIRECT DAMAGES ONLY, THE AMOUNT OF WHICH DOES NOT EXCEED THE SUBSCRIPTION FEES YOU ACTUALLY PAID US IN THE THREE MONTHS PRECEDING THE EVENT PURPORTEDLY GIVING RISE TO OUR LIABILITY, IF ANY.
To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless, us and our Staff, at your own expense and immediately after receiving a written notice thereof, from and against any damages, loss, costs and expenses, including attorney's fees and legal expenses, resulting from any plea, claim, allegation or demand, arising from, or in connection with your use of and access to the Service in violation of any term of these Terms.
Your use of the Service may be subject to additional third-party terms and conditions that govern the App marketplace from which you downloaded the Service, such as Apple App Store (“Stores”). Apple and other operators (“Stores Operators”) are not responsible for providing you with the Service or any maintenance or support services with respect to it.
You and Cognishape agree and acknowledge as follows:
These Terms are concluded between yourself and us, and not the Stores Operators. The Stores Operators are not responsible for the Service. In the event of a conflict between these Terms and the Stores’ terms of service, the Stores’ terms of service shall prevail solely with respect to the conflicting provisions.
The license granted to you in the Service is a limited, non-transferable license to use the Service on any Stores Operators’ branded products that you own or control, as permitted by the Store Operators’ terms of service.
Store’s Operators have no obligation to furnish any maintenance and support services with respect to the Service.
To the maximum extent permitted by applicable law, the Stores Operators will have no warranty obligation whatsoever with respect to the Service, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, will not be at the Stores Operators’ responsibility.
The Stores Operators are not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including (i) product liability claims, (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising from consumer protection or similar legislation.
In the event of any third-party claims that the Service or your possession and use of the Service infringes that third party’s IP Rights, the Stores Operators will not be responsible for the investigation, defense, settlement and discharge of any such infringement claim.
You must comply with applicable third-party terms when using the Service (e.g., you must not be in violation of your wireless data services agreement when you use the App).
The Stores Operators and their subsidiaries are third party beneficiaries of these Terms. Upon Your acceptance of these Terms, the Stores Operators will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.
TERMINATION OF THESE TERMS
You may at any time terminate these Terms and your User Account by deleting your Account via the “Delete Account” menu option in the Service, or by providing us a written notice of termination to firstname.lastname@example.org.
We may terminate these Terms and your license to use the Service by issuing you a notice of termination or by disabling access to your Account. Upon termination of these Terms or your User Account, for any reason -
Your right to use the Service is terminated and you must immediately cease using the Service;
You must log out of the Service from your computer, tablet or smartphone devices;
We reserve the right (but have no obligation) to delete all of the responses and Account data stored on our servers.
The following sections shall survive any termination, or expiration of the Terms: Privacy, Fee-Based and Free of Charge Service, Intellectual Property, Limitation of Liability, Indemnification, Termination of These Terms, Governing Law & Dispute Resolution, General.
DISPUTES AND GOVERNING LAW
If you have a complaint about the Service or to us, please first contact us at [PROVIDE EMAIL ADDRESS]. We will carefully review and consider your complaint.
If you are located outside the United States:
These Terms and your use of the Service will be exclusively governed by and construed in accordance with the laws of the state of Israel without regard to conflict of law principles.
Any dispute, controversy or claim which may arise out of or in connection with these Terms or the Service, shall be submitted to the sole and exclusive jurisdiction and venue of the competent courts in the District of Tel-Aviv-Jaffa, Israel.
If you are located in the United States, the following provisions apply.
SUBJECT TO THE EXCEPTIONS BELOW, ANY AND ALL DISPUTES, CLAIMS OR CONTROVERSIES BETWEEN YOU AND COGNISHAPE REGARDING THESE TERMS OR THE SERVICE, WHICH ARE NOT AMICABLY RESOLVED, SHALL BE SETTLED THROUGH BINDING ARBITRATION (RATHER THAN IN COURT) BY TELEPHONE, ONLINE OR BASED SOLELY UPON WRITTEN SUBMISSIONS WITHOUT IN-PERSON APPEARANCE, ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA), UNDER ITS CONSUMER ARBITRATION RULES, OR, IF YOU ARE AN ORGANIZATIONAL CUSTOMER, THEN UNDER ITS COMMERCIAL ARBITRATION RULES (WHICH ARE AVAILABLE AT WWW.ADR.ORG). THE SUBSTANTIVE LAW OF ARBITRATION SHALL BE THE LAWS OF THE STATE OF DELAWARE.
JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.
HOWEVER, YOU MAY LODGE CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIM QUALIFIES.
THE FEDERAL ARBITRATION ACT AND FEDERAL ARBITRATION LAW APPLY TO THESE TERMS.
THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES) AND MUST FOLLOW THESE TERMS AS A COURT WOULD.
PAYMENT OF FILING, ADMINISTRATION AND ARBITRATOR FEES WILL BE GOVERNED BY THE AAA'S CONSUMER ARBITRATION RULES. THESE FEES WILL BE SHARED AS FOLLOWS: ONE THIRD BY YOU AND TWO THIRDS BY US, UNLESS THE ARBITRATOR: (I) DETERMINES THAT THE CLAIMS ARE FRIVOLOUS, IN WHICH CASE THE CLAIMANT SHALL BEAR ALL SUCH FEES ARISING FROM THE FRIVOLOUS CLAIM; OR (II) DETERMINES THAT THE FEES SHOULD BE ALLOCATED DIFFERENTLY.
THE ARBITRATION WILL BE A CONFIDENTIAL PROCEEDING. NEITHER PARTY WILL MAKE ANY PUBLIC ANNOUNCEMENT OR PUBLIC COMMENT OR RELEASE ANY PUBLICITY CONCERNING THE ARBITRATION INCLUDING THE FACT THAT THE PARTIES ARE IN DISPUTE, THE EXISTENCE OF THE ARBITRATION OR ANY DECISION OR AWARD OF THE ARBITRATOR. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND COGNISHAPE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
YOU MAY OPT-OUT OF THE ABOVE ARBITRATION CLAUSE BY EMAILING US TO [PROVIDE EMAIL ADDRESS], WITHIN SEVEN (7) DAYS OF YOU ENTERING INTO THESE TERMS FOR THE FIRST TIME, AN OPT-OUT NOTICE THAT IDENTIFIES YOURSELF AND CLEARLY SETS OUT YOUR CHOICE TO OPT OUT OF DISPUTE RESOLUTION BY ARBITRATION. IN CASE OF SUCH OPT-OUT, ANY AND ALL DISPUTES, CLAIMS OR CONTROVERSIES BETWEEN YOU AND US REGARDING THESE TERMS OR THE USE OF THE SERVICE, WHICH ARE NOT AMICABLY RESOLVED, SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE COURTS IN NEW YROK COUNTY IN THE STATE OF NEW YORK, USA AND THE FEDERAL DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, EITHER PARTY MAY ASSERT: (A) AN IMPLEADER CLAIM AGAINST THE OTHER PARTY IN ANY COURT OF COMPETENT JURISDICTION ADJUDICATING A THIRD PARTY CLAIM THAT IS SUBJECT TO THE INDEMNITY CLAUSE IN THESE TERMS; AND (B) A COURT CLAIM FOR INJUNCTIVE OR OTHER EQUITABLE RELIEF, IN ANY COURT HAVING GENERAL OR SPECIFIC JURISDICTION OVER THE DEFENDANT.
These Terms constitute the entire agreement between you and us concerning the subject matter herein and supersede all prior and contemporaneous negotiations and oral representations, agreements and statements regarding the Service.
We and you are not partners or agents. These Terms create no third-party beneficiary rights.
Failure on our part to demand performance of any provision in the Terms shall not constitute a waiver of any of our rights under the Terms.
You may not assign or delegate these Terms or any of your rights, performances, duties or obligations hereunder. Any purported assignment or delegation, in contravention of the above, will be null and void.
In the event of a Company merger, acquisition, change of control or the sale of all or substantially all of our equity or assets, we may, without obtaining your consent, assign and delegate these Terms, in their entirety, including all of our rights, performances, duties, liabilities and obligations contained herein, to a third party. With such assignment, transfer and delegation, we are irrevocably and fully released from all rights, performance, duties, liabilities and obligations under these Terms.
The section headings in the Terms are included for convenience only and shall take no part in the interpretation or construing of the Terms.
If any provision of the Terms is held to be illegal, invalid, or unenforceable by a competent court, then the provision shall be performed and enforced to the maximum extent permitted by law to reflect as closely as possible, the original intention of that provision, and the remaining provisions of the Terms shall continue to remain in full force and effect.
Last updated: July 2023 (version 2.0.0)