TERMS OF USE

The following conditions apply to the use of the e-foodie service.

Effective Date: July 31, 2018

E-FOODIE, Inc. (the "Company") provides money saving offers to the best restaurants in your selected area and provides account holders the opportunity to share opportunities with others. If you intend to create a e-foodie account and make use of the Service (as defined below), please read these Terms of Use. e-foodie, the app, the websites and the Service and all the associated intellectual property are owned by E-FOODIE, Inc. (the "Company").

By accessing the e-foodie application ("e-foodie" or the "app") or any of our websites including www.e-foodie.com and www.efoodie.com (the "websites" and collectively with the app referred to as the "Service"), whether through a mobile device, mobile application or computer you agree to be bound by these Terms of Use (this "Agreement"), whether or not you create a e-foodie account. If you do not accept and agree to be bound by all of the terms of this Agreement, including the Privacy Policy, do not use the Service.

You should also read the e-foodie Privacy Policy ("Privacy Policy"), which is incorporated by reference into this Agreement and available in the Service. You may contact us with any questions regarding this Agreement.

Acceptance of Terms of Use Agreement

This Agreement establishes the legally binding terms you must accept to use the Service. This Agreement includes the Privacy Policy, any safety rules or instructions and all the terms disclosed and agreed to by you when you accept additional features, products or services we offer on the Service, such as terms governing features, free trials, discounts, chat features, notification, invites and promotions. Your license to use the Service in non-transferable and may only be used on devices that you own and control and subject to the terms of the application store, agreed to by you, where the Service and app were acquired. You acknowledge that by acquiring the app through such application stores they become a third-party beneficiary to the Service and the Terms and you will abide by the terms of use provided by such store.

By accessing or using the Service, you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein and consent to have this Agreement and all notices provided to you in electronic form. To withdraw this consent, you must cease using the Service, terminate your account and uninstall the app. If you want a copy, please print a copy of this Agreement for your records. To receive a non- electronic copy of this Agreement, please contact us at support@e-foodie.com. This Agreement may be modified by the Company from time to time, such modifications will be effective upon posting by the Company in the Service.

Allowable Use of Service. No part of e-foodie is intended for or directed to anyone under the age of 13. You must be at least 13 years of age to access and use the Service. Any use of the Service is void where prohibited. By accessing and using the Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all the terms and conditions of this Agreement. If you create an account, you represent and warrant that you have never been convicted of a felony and that you are not required to register as a sex offender with any government entity. Using the Service may be prohibited or restricted in certain countries. If you use the Service from outside of the United States, you are responsible for complying with the laws and regulations of the territory from which you access or use the Service.

Parental Notice. We hereby notify you, pursuant to 47 U.S.C. Section 230(d) as amended, that parental control protections (such as computer hardware, software, or filter services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protection is available on the Internet.

Account Registration. To use e-foodie, you must create an account or in the future you may sign in using a social media or other similar service login. When you do so, you authorize us to access and use certain account information on that service and on the device you registered on, including but not limited to your public profile and information about friends or contacts you might share or have in common with other people on e-foodie. In addition, you authorize us to send notification to you and to accept notifications and invites from other users you have put into your contact lists or data bases. For more information regarding the information we collect from you and how we use it, please consult our Privacy Policy.

Term and Termination. This Agreement will remain in full force and effect while you use the Service and/or have an account. You may disable your account at any time, for any reason, by following the instructions in the Service. The Company may terminate or suspend your account at any time without notice if the Company believes that you have breached this Agreement, or for any other reason, with or without cause, in its sole discretion. The Company is not required to disclose, and may be prohibited by law from disclosing, the reason for the termination or suspension of your account. After your account is terminated for any reason, all terms of this Agreement survive such termination, and continue in full force and effect, except for any terms that by their nature expire or are fully satisfied.

Complaints or claims related to the Service and the app may be directed to:

                                    E-FOODIE, Inc. Legal

PO Box 3315
Fullerton CA 92834

                                    or contact us via email at

                                    support@e-foodie.com

 

Personal Use

 The Service is for personal use only. If you offer Professional Services, you may provide this information on your personal profile, but may not directly solicit other users except through services offered by the Company. Users may not use the Service or any content contained in the Service (including, but not limited to, content of other users, designs, text, graphics, images, video, logos, software, audio files and computer code) in connection with any commercial endeavors, such as (i) advertising or soliciting any user to buy or sell any products or services not offered by the Company or (ii) soliciting others to attend parties or other social functions, or networking, for commercial purposes. You also agree that any invites, chats or events initiated by you will be with individuals known to you or with whom you have accepted contact either within or outside of the Service. Users of the Service may not use any information obtained from the Service to contact, advertise to, solicit, or sell to any other user without his or her prior explicit consent. Organizations, companies, and/or businesses may not use the Service for any other purpose. The Company may investigate and take any available legal action in response to illegal and/or unauthorized uses of the Service, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of or linking to the Service.

Account Security. You are responsible for maintaining the confidentiality of the username and password you designate during the registration process, and you are solely responsible for all activities that occur under your username and password. You agree to immediately notify the Company of any disclosure or unauthorized use of your username or password or any other breach of security at support@e-foodie.com and ensure that you log out of your account at the end of each session.

Your Interactions with Other Users

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. YOU UNDERSTAND THAT THE COMPANY DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS OR SCREENINGS ON ITS USERS. THE COMPANY ALSO DOES NOT INQUIRE INTO THE BACKGROUNDS OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS. THE COMPANY RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES), AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS.

The Company is not responsible for the conduct of any user. As noted in and without limiting anything else in this Agreement, in no event shall the Company, its affiliates or its partners be liable (directly or indirectly) for any losses or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Service including, without limitation, death, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other users or persons you meet through the Service. You agree to take all necessary precautions in all interactions with other users, particularly if you decide to communicate off the Service or meet in person, or if you decide to send money to another user. In addition, you agree to review and follow the Company's safety tips, rules and recommendations, located in the Service, prior to using the Service. You understand that the Company makes no guarantees, either express or implied, regarding the skills, abilities or personal characteristics or individuals you meet through the Service. You should not provide your personal information including financial information (for example, credit card or bank account information), or wire or otherwise send money, to other users.

Proprietary Rights. The Company owns and retains all proprietary rights in the Service, and in all content, trademarks, trade names, service marks and other related intellectual property rights and will investigate and handle any claims related to third-party infringement. The Service contains the copyrighted material, trademarks, and other proprietary information of the Company and its licensors. You agree to not copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible through the Service, without first obtaining the prior written consent of the Company or, if such property is not owned by the Company, the owner of such intellectual property or proprietary rights. You agree to not remove, obscure or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other notices.

Content Posted by You in the Service

You are solely responsible for the content and information that you post, upload, publish, link to, transmit, record, display or otherwise make available (hereinafter, "post") on the Service or transmit to other users, including text messages, chats, videos (including streaming videos), photographs, or profile text, whether publicly posted or privately transmitted (collectively, "Content"). You may not post as part of the Service, or transmit to the Company or any other user (either on or off the Service), any offensive, inaccurate, incomplete, abusive, obscene, profane, threatening, intimidating, harassing, racially offensive, or illegal material, or any material that infringes or violates another persons rights (including intellectual property rights, and rights of privacy and publicity). You represent and warrant that (i) all information that you submit upon creation of your account, including information submitted from any outside account (such as social media accounts), is accurate and truthful and that you will promptly update any information provided by you that subsequently becomes inaccurate, incomplete, misleading or false and (ii) you have the right to post the Content on the Service and grant the licenses set forth below.

You understand and agree that the Company may, but is not obligated to, monitor or review any Content you post as part of a Service. The Company may delete any Content, in whole or in part, that in the sole judgment of the Company violates this Agreement or may harm the reputation of the Service or the Company.

By posting Content as part of the Service, you automatically grant to the Company, its affiliates, licensees and successors, an irrevocable, perpetual, non- exclusive, transferable, sub-licensable, fully paid-up, worldwide right and license to (i) use, copy, store, perform, display, reproduce, record, play, adapt, modify and distribute the Content, (ii) prepare derivative works of the Content or incorporate the Content into other works, and (iii) grant and authorize sublicenses of the foregoing in any media now known or hereafter created. You represent and warrant that any posting and use of your Content by the Company will not infringe or violate the rights of any third party.

Prohibited Activities. In addition to the types of Content described above, you may not engage in activity or post, upload, display or otherwise make available Content that is prohibited in the Service.  The Company reserves the right to investigate, suspend and/or terminate your account if you have misused the Service or behaved in a way the Company regards as inappropriate or unlawful, including actions or communications the occur off the Service but involve users you meet through the Service. The following is a partial list of the actions that you may not engage in and Content you may not post, upload, display or otherwise make available in the Service. Any activity or Content that:

       uses the Service in an illegal manner or to commit an illegal act or accesses the Service in a jurisdiction in where it is illegal or unauthorized;

       promotes illegal activities or provides instructional information about illegal activities;

       provides material that exploits people in a sexual, violent or other illegal manner, or solicits personal information from anyone under the age of 18;

       promotes racism, bigotry, hatred or physical harm of any kind against any group or individual or advocates harassment or intimidation of or "stalks" another person;

       provides information or data you do not have a right to make available under law or under contractual or fiduciary relationships;

       impersonates, or otherwise misrepresents affiliation, connection or association with, any person or entity or expresses or implies that any statements you make is endorsed by the Company;

       requests money from, or is intended to otherwise defraud, other users of the Service;

       promotes information that is false or misleading, or promotes an illegal or unauthorized copy of another person’s copyrighted work or contains video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minor’s legal guardian);

       solicits or collects usernames, passwords or personal identifying information for commercial or unlawful purposes from other users or disseminates another person’s personal information without his or her permission;

       uses any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents.

       contains restricted or password only access pages, or hidden pages or images;

       contains, or allows anyone to create emails that contain, viruses, time bombs, trojan horses, cancelbots, worms or other harmful, or disruptive codes, components or devices or involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or "spamming" ("spimming", "phishing", "trolling" or other similar activities);

       negatively affects other users’ ability to engage in exchanges or disrupts the normal flow of dialogue or interferes with or disrupts the Service or the servers or networks connected to the Service;

       forges headers or otherwise manipulates identifiers in order to disguise the origin of any information transmitted to or through the Service;

       post, use, transmit or distribute, directly or indirectly, (e.g. screen scrape) in any manner or media any content or information obtained from the Service other than solely in connection with your use of the Service in accordance with this Agreement;

       publicizes or promotes commercial activities such as contests, sweepstakes, barter, advertising, and pyramid schemes or uses meta tags or code or other devices to direct any person to any other website for any purpose; or

       modifies, adapts, sublicenses, translates, sells, reverse engineers, deciphers, decompiles or otherwise disassembles any portion of the Service any software used on or for the Service, or cause others to do so.

The Company reserves the right, in its sole discretion, to investigate and take any legal action against anyone who violates this provision, including removing the offending communication from the Service and terminating or suspending the account of any violators.

Any use of the Service, including all Content you post through the Service, must comply with all applicable laws and regulations. You agree that the Company may access, preserve and disclose your account information and Content if required to do so by law or where the Company has a good faith belief that such access, preservation or disclosure is reasonably necessary, such as to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service or allow you to use the Service in the future; or (v) protect the rights, property or personal safety of the Company or any other person.

You agree that any Content you place on any public areas of the Service may be viewed by other users and may be viewed by any person visiting or participating in the Service.

Customer Service. We provide assistance through customer care. When communicating with us you agree to not be abusive, obscene, profane, offensive, sexist, threatening, harassing, racially offensive, or to not otherwise behave inappropriately. If we feel that your behavior towards any of our employees is at any time threatening or offensive, we reserve the right to immediately terminate your account.

Modifications to Service. We reserve the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that the Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. To protect the integrity of the Service, the Company reserves the right at any time in its sole discretion to block users from certain IP addresses or otherwise from accessing the Service.

Digital Millennium Copyright Act Policy. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. It is our policy to quickly respond to clear notices of alleged copyright infringement that comply with the United States Digital Millennium Copyright Act ("DMCA").

Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide us with the following information:

       an identification and description of the copyrighted work or works that you claim have been infringed; and information reasonably sufficient to permit us to locate the material on the Sites or Service;

       your address, telephone number and email address reasonably sufficient to permit us to contact the complaining party;

       a description of where the material that you claim is infringing is located on the Service (the description must be reasonably sufficient to enable us to find the alleged infringing material);

       a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

       a statement made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on their behalf; and

       an electronic or physical signature of the person authorized to act on behalf of the copyright owner.

Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that material is infringing your copyrights. If you are not sure whether material available online infringes your copyright, we suggest that you first contact an attorney. The form of notice specified is consistent with the form suggested by the DMCA (which can be found at the U.S. Copyright Office Website, http://www.copyright.gov .

It is expected that all users of any part of the Services will comply with applicable copyright laws. If we receive proper notification of claimed copyright infringement, our response to these notices will include removing or disabling access to material claimed to be the subject of infringing activity and/or terminating user Account(s), regardless of whether we may be liable for such infringement under applicable law.

If we remove or disable access to the Services in response to such a notice, we will make a good-faith attempt to contact the owner or administrator of the affected site or content so that they may make a counter notification pursuant to Sections 512(g)(2) and (3) of the DMCA. We may also document notices of alleged infringement on which we act.

Notice of claims of copyright infringement should be provided to us at support@e-foodieapp.net or the following address:

                  Copyright, c/o E-FOODIE, Inc. Legal, PO Box 3315, Fullerton CA 92834

Upon receipt of proper notification of claimed infringement, we will follow the procedures outlined herein and in the DMCA.

A provider of content subject to a claim of infringement may make a counter notification pursuant to sections 512(g)(2) and (3) of the DMCA. To file a counter notification with us, please provide our Designated Agent (listed above) the following information in a written communication (preferably via email):

·       Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

·       Your name, address, and telephone number;

·       The following statement: "I consent to the jurisdiction of Federal District Court for the [insert the federal judicial district in which your address is located]";

·       The following statement: "I will accept service of process from [insert the name of the person who submitted the infringement notification] or his/her agent";

·       The following statement: "I swear, under penalty of perjury, that I have a good faith belief that the affected material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled"; and

·       Your signature, in physical or electronic form.

Upon receipt of such counter notification, we will promptly provide the person who provided the original infringement notification with a copy of the counter notification and inform that person that we will replace the removed material or cease disabling access to it in 10 business days. We will replace the removed material and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the counter notice, unless our Designated Agent first receives notice from the person who submitted the original infringement notification that such person has filed an action seeking a court order to restrain the subscriber from engaging in infringing activity relating to the material on our system or network.

The Company will terminate accounts of repeat infringers.

 

Disclaimers. You acknowledge and agree that neither the Company nor its affiliates or third party partners are responsible for nor shall they have any liability, directly or indirectly, for any loss or damage, including personal injury or death, as a result of or alleged to be the result of (i) any incorrect or inaccurate Content posted in the Service, whether caused by users or any of the equipment or programming associated with or utilized in the Service; (ii) the timeliness, deletion or removal, incorrect delivery or failure to store any Content, communications or personalization settings; (iii) the conduct, whether online or offline, of any user; (iv) any error, omission or defect in, interruption, deletion, alteration, delay in operation or transmission, theft or destruction of, or unauthorized access to, any user or user communications; (v) and decision by any restaurant or other provider of deals to limit quantities or reject any deal or offer provided through the Service: or (vi) any problems, failure or technical malfunction of any network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to users or to any other persons computer or device related to or resulting from participating or downloading materials in connection with the Internet and/or in connection with the Service.

TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE COMPANY PROVIDES THE SERVICE ON AN "AS IS" AND "AS AVAILABLE" BASIS AND GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE (INCLUDING ALL CONTENT CONTAINED THEREIN), INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, SECURE, OR THAT ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR DEVICE, COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OR CORRUPTION OF DATA THAT RESULTS OR MAY RESULT FROM THE DOWNLOAD OF ANY SUCH MATERIAL. IF YOU DO NOT ACCEPT THIS LIMITATION OF LIABILITY, YOU ARE NOT AUTHORIZED TO DOWNLOAD OR OBTAIN ANY MATERIAL THROUGH THE SERVICE.

Through the Service we may make third party opinions, advice, statements, offers, or other third-party information or content available through the Service or through a link on the Service. All third-party content is the responsibility of the respective authors thereof and should not necessarily be relied upon. Such third-party authors are solely responsible for such content. We do not endorse any of the merchandise, nor have we taken any steps to confirm the accuracy, completeness or reliability of, any of the information, content or materials contained on any third-party site. We do not make any representations or warranties as to the security of any information, content or materials (including, without limitation, credit card and other personal information) you might be requested to give to any third party. You hereby irrevocably waive any claim against us with respect to information, content and materials contained on our site (including, without limitation, user-generated content), on third party sites, and any information, content and materials you provide to such third-party site. We strongly encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.

THE COMPANY DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD PARTY CONTENT PROVIDED THROUGH THE SERVICE, OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY THAT APPEARS IN THE SERVICE. UNDER NO CIRCUMSTANCES WILL THE COMPANY OR ITS AFFILIATES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED IN THE SERVICE, OR TRANSMITTED TO OR BY ANY USERS.

In addition to the preceding paragraphs and other provisions of this Agreement, any advice that may be posted in the Service is for informational and entertainment purposes only and is not intended to replace or substitute for any professional financial, medical, legal, or other advice. The Company makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Service. If you have specific concerns or a situation arises in which you require professional or medical advice, you should consult with an appropriately trained and qualified specialist.

Limitation on Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, BUSINESS PARTNERS, LICENSORS OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, RELIANCE, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF GOODWILL, DAMAGES FOR LOSS, CORRUPTION OR BREACHES OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY FOR THE SERVICE WHILE YOU HAVE AN ACCOUNT. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SERVICE OR THE TERMS OF THIS AGREEMENT MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

Export Control. You may not use or otherwise export or re-export the Service except as authorized by United States law and the laws of the jurisdiction(s) in which the Service was obtained. In particular, but without limitation, the Service may not be exported or re-exported (a)into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Service, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Service for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

Arbitration and Governing Law. The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof) or the Service shall be BINDING ARBITRATION administered by the American Arbitration Association. The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against the Company in a small-claims court of competent jurisdiction. But whether you choose arbitration or small-claims court, you may not under any circumstances commence or maintain against the Company any class action, class arbitration, or other representative action or proceeding.

By using the Service in any manner, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and the Company (except for matters that may be taken to small-claims court). You also GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. For details on the arbitration process, see our Arbitration Procedures.

Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against the Company (except small-claims court actions) may be commenced only in the federal or state courts located in Orange County, California. You hereby irrevocably consent to the jurisdiction of those courts for such purposes.

This Agreement, and any dispute between you and the Company, shall be governed by the laws of the state of California without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act.

Indemnity by You. You agree to indemnify and hold the Company, its subsidiaries, and affiliates, and its and their officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of your breach of or failure to comply with this Agreement (including any breach of your representations and warranties contained herein), any postings or Content you post in the Service, and the violation of any law or regulation by you. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in connection therewith.

Notice. The Company may provide you with notices, including those regarding changes to this Agreement, using any reasonable means now known or hereafter developed, including by email, regular mail, SMS, MMS, text message or postings in the Service. Such notices may not be received if you violate this Agreement by accessing the Service in an unauthorized manner. You agree that you are deemed to have received any and all notices that would have been delivered had you accessed the Service in an authorized manner.

Other. This Agreement, along with the Privacy Policy and any specific guidelines or rules that are separately posted for particular services or offers in the Service, contains the entire agreement between you and the Company regarding the use of the Service. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. The failure of the Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. You agree that your online account is non-transferable and all of your rights to your profile or contents within your account terminate upon your death. No agency, partnership, joint venture or employment is created as a result of this Agreement and you may not make any representations or bind the Company in any manner.

Amendment. This Agreement is subject to change by the Company at any time.