Updated: December 15, 2020
This agreement remains in full force and effect while you use the Platform. We may terminate your account at any time and for any reason. All provisions of the Terms shall survive termination by either party, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
The Platform are intended only for access and use by individuals at least eighteen (18) years old. By accessing or using any of the Platform, you warrant and represent that you are at least eighteen (18) years old and with the full authority, right, and capacity to enter into this agreement and abide by all of the terms and conditions of the Terms. If you are not at least eighteen (18) years old, you are prohibited from both the access and usage of the Platform.
We may revise and update the Terms from time to time in our sole discretion. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. All changes are effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Platform or changes made for legal reasons will be effective immediately. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Platform.
Your continued use of the Platform following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.
3. Lawyaw Platform.
The Company is not a law firm and does not provide legal advice or legal services. The Platform is a document-generation platform for users to efficiently and cost-effectively fill in, generate, and execute court and legal documents.
The Platform is intended only to facilitate such actions, and therefore it is important to understand:
- Mystacks, Inc. is not a law firm. The Company, including its employees and agents, does not offer any legal advice, recommendations, opinions, representation, referrals, or counseling. Information posted on or through the Platform is for informational purposes only and should not be considered a substitute for professional legal advice or a solicitation to provide legal advice by the Company.
- Instructions for documents on the Platform are not legal advice. The Platform may include suggestions or instructions for completing documents on the Platform related to formatting and completing the form. These suggestions or instructions are not legal advice and are intended only to assist you in completing the documents in a manner that allows the inputs to be saved by our software. The Platform is intended to be an administrative tool to assist users in quickly drafting and compiling common legal documents that they use in their practice. THE PLATFORM DOES NOT CONSTITUTE AND IS NOT A SUBSTITUTE FOR LEGAL TRAINING OR ADVICE. Any questions about the content of the documents or inputs should be directed to an attorney or the agency issuing or accepting the document, not the Company.
- The Company does not guarantee any documents listed on the Platform. The Company endeavors to keep the documents on the Platform current and up-to-date, but it does not guarantee that any document form on the Platform is the correct or current form for your purposes. You should always confirm with the proper agency, court, or appropriate organization that you are using the correct and most current document for your purposes. The Company is not responsible for your use of any document on the Platform in any way, and you understand and agree that you use any document on the Platform at your own risk. Users of the Platform are expected to review all documents created within the Platform before signing and using them, and the Company is not liable for any errors or omissions in the documents created on the Platform. By using the Platform, you understand that the Platform may not identify all of the fields that need to be filled in on a document to make it complete, useful, or legally compliant, and you are solely responsible for the content, applicability, and use of any documents created using the Platform.
- No results or outcomes are guaranteed by your use of the Platform. While the Company endeavors to build a platform to help your practice be efficient and successful, the Company does not guarantee any results or outcomes with your use of the Platform.
- The Company does not regulate your actions on the Platform. You are solely responsible for ensuring that you are complying with all applicable laws and rules of professional conduct when you are using the Platform, including those regarding the unauthorized practice of law, communications, and confidentiality. The Company is not liable for any violations of law or professional rules by any Platform user or the results of such a violation.
4. Accessing the Platform and Account Security.
We reserve the right to withdraw or amend the Platform, and any service or material we provide on the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part if the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to users, including registered users.
- Authorized Users. Within your account, you will be able to create and grant access to your account to individuals or entities authorized by you to use the Platform under your account (“Authorized Users”) using their names and email addresses, and set permissions for each Authorized User. The number of Authorized Users that may use your account will depend on your subscription details and will be specified on your Order Form, as defined below.
- Account Confidentiality. You are responsible for your and your Authorized Users’ compliance with the Terms, including all incorporated policies, and all applicable laws and regulations. You are solely responsible for maintaining the confidentiality of your account information, as well as any and all activities that occur under your account. Neither you nor any of your Authorized Users may, for any reason, provide your password to any other person or entity, or use any other person or entity’s username and password. You must immediately notify us of any use of your account by a third party and any other such security breach. We will not be liable for any loss that may occur as a result of someone else using your account or password, with or without your knowledge. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
- Suspending Accounts. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of the Terms.
- Account Communications. By creating an account and providing your phone number and/or email address, you agree that Company may contact you via email notifications and SMS (text messaging) using an automated telephone dialing system, even if you have opted into the National Do Not Call List, any state Do Not Call List, or the internal Do Not Call List of any company. You may be required to respond to an initial message as instructed to complete your registration and confirm enrollment in the Text Service. SMS (the “Text Service”) and email notifications are used to enhance the security of the Platform and convey important notices about the Platform to you, yet they are reliant on third party providers for full effectiveness, delivery, and receipt. The Company shall not be responsible or liable for any SMS or email errors or delays, or any damages or issues that result from such errors or delays. Furthermore, the Company shall not be responsible for any additional charges or fees assessed by a third party provider as a result of your use of these features. You do not have to participate in the Text Service in order to use the Platform. In the event you no longer want to participate in the Text Service, you agree to notify us directly. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Company account information to ensure that your messages are not sent to the person that acquires your old number.
- Text Charges and Enrollment. There is no additional charge for the Text Service, but your mobile carrier’s standard message and data rates apply to any messages you send or receive through the Text Service, including confirmations and subsequent texts. Your carrier may prohibit or restrict certain mobile features and certain mobile features may be incompatible with your carrier or mobile device. We are not liable for any delays in the receipt of, or any failures to receive, any SMS or MMS messages, as delivery is subject to effective transmission by your mobile carrier and compatibility of your mobile device. Please contact your mobile carrier if you have any questions regarding these issues or your mobile data and messaging plan. As described in the Text Service enrollment and welcome messages, including messages sent to a shortcode associated with the Text Service or by reply to any message you receive from us, you may text “STOP” to cancel or “HELP” for customer support information. If you choose to cancel your Text Service, you agree to receive a final text message from the Text Service confirming your cancellation. If you provide the phone number of any Authorized User, you represent to us that those you invite consent to receive the automated invitation messages and that you are authorized to convey that consent to us.
5. Changes to the Platform.
We may offer new or additional features for the Platform during your subscription term, and it may notify you of new available features as they become available. Some new features may be subject to additional fees, which you will not be obligated to pay but may add at your option. All new features and fees shall be subject to the Terms.
We may update the content on the Platform from time to time and will endeavor to provide the Platform to you in a functional manner. However, its content is not necessarily complete or up-to-date. Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material. We reserve the right to alter or adjust performance specifications for the Platform as we deems necessary or desirable.
6. Fees and Payment.
- Fees. In order to sign up for a paid subscription to use the Platform, you must pay all fees specified in the subscription documents, which may include, but are not limited to, a paper order form, email authorization, or an order submitted via the Company’s website (“Order Forms”), and you authorize the Company to charge you for all applicable fees using your selected payment method. Except as otherwise specified on the Order Form: (i) fees are quoted and payable in United States dollars; and (ii) fees are final, non-cancellable and non-refundable except as required by law. Customer is responsible for providing complete and accurate billing and contact information to the Company. The Company may suspend or terminate access to the Platform, in addition to other rights and remedies, if fees are past due.
We reserve the right to change the fees or applicable charges and to institute new charges and fees at any time upon thirty (30) days prior notice to Customer (which may be sent by email). The new fees or charges shall go into effect at the end of Customer’s existing term following the end of the 30-day notice period.
If you do not pay all required fees for your subscription, you will not be able to access your account or any information stored in it. Your account will be reactivated upon payment of all outstanding fees due. The Company is not liable for any damages or claims resulting from your inability to access your account or information due to any unpaid amounts.
- Fee Disputes. The Company must receive written notice of any disputed charges from you within ten (10) business days of the date that you were charged. The dispute notice must provide the information concerning the disputed charges in reasonable detail. Disputed charges may not be considered if notice is not received within this timeframe.
- Auto Renewal. IF CUSTOMER’S ACCOUNT IS SET FOR AUTO RENEWAL, THE COMPANY MAY AUTOMATICALLY CHARGE CUSTOMER AT THE END OF THE SUBSCRIPTION TERM FOR THE RENEWAL FOR ADDITIONAL PERIODS EQUAL TO THE CURRENT SUBSCRIPTION TERM, UNLESS EITHER PARTY GIVES NOTICE OF NON-RENEWAL AT LEAST THIRTY (30) DAYS PRIOR TO EXPIRATION OF THE THEN-CURRENT SUBSCRIPTION TERM. The fees for any such renewal term shall be the same as that during the prior term unless the Company has given the Customer notice of a fee increase, in which case the fee increase shall be effective upon renewal and thereafter.
- Taxes. Customer is responsible for all taxes. The Company will charge tax when required to do so. If Customer is exempted from applicable taxes, Customer must provide the Company with an official exemption certificate or other appropriate documentation at the time of purchase.
7. Account Termination.
- Termination by Customer. You can cancel your Lawyaw membership at any time, and you will continue to have access to the Platform through the end of your billing period. To cancel, go to the “Settings” page of your account on the Site and follow the instructions for cancellation. Cancellations are not accepted through email, chat, phone calls, voicemail, or other forms of correspondence. If you cancel your membership, your account will automatically close at the end of your current billing period. You remain responsible for all amounts billed until your account is terminated in accordance with the Terms. Unless otherwise determined in the Company’s sole discretion, Customer will be charged for the Platform at the rates effective until the end of Customer’s then-current subscription term, if any.
- Termination by Company. The Company reserves the right to terminate your account immediately if you violate the Terms or do not pay the required subscription amount, or in its sole discretion. The Company may, or if the Company terminates other than for your violation of the Terms or non-payment, shall, issue a refund for any amounts already paid for the remainder of the current term upon your written request and at its sole discretion.
- Effects of Termination. Termination of your subscription and/or account includes removal of access to the Platform and barring of further use of the Platform by Customer and all Authorized Users accessing the Platform through your subscription. Upon termination of your subscription, your right and the right of your Authorized Users to use the Platform will terminate immediately. You understand that any termination of your subscription may involve deletion of your and your Authorized Users’ data submitted to the Platform. The Company will not have any liability whatsoever to you or any of your Authorized Users for any suspension or termination, including for deletion of any data.
8. Intellectual Property Rights.
The Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
The Terms permit you to use the Platform subject to the following conditions and restrictions:
- You agree to allow Lawyaw to use and display your organization’s logo on our website and in other promotional materials.
- You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Platform, except as it is created and owned by you.
- You must not delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by the Company.
The Company name and logo, and all related names, logos, product and service names, designs, and slogans are the property of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Platform are the trademarks of their respective owners.
By creating an account and using the Platform, you authorize the Company to display your organization's logo on name the Company website, and promotional materials.
9. Customer Data.
The Company agrees that the data and information uploaded by Customer (or Authorized Users of Customer) that is stored or processed via the Platform (the “Customer Data”) shall be treated as confidential pursuant to Section 12 (Security and Confidentiality) by the Company and shall remain Customer’s sole property. Customer agrees that it, not Company, is responsible for maintaining and protecting backups of all Customer Data directly or indirectly processed using the Platform and that the Company is not responsible for the failure to store, the loss, or the corruption of Customer Data. Customer agrees that the Company and its affiliated entities may collect and track technical and related information about Customer and Customer’s use of the Platform, including Customer’s internet protocol address, the hardware and software that Customer utilizes, and various usage statistics to assist with the necessary operation and function of the Platform and for internal purposes only, including without limitation to facilitate in the provision of updates, support, invoicing, marketing by the Company, its affiliated entities, or its agents, and research and development, and that such information is not Customer Data. Customer hereby grants the Company a non-exclusive, royalty-free license to the Customer Data as necessary to provide the Platform during the subscription term. Customer hereby grants the Company a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use Customer’s name and logo in press releases, marketing materials, and on its website, subject to Customer’s prior approval of any such use. Customer represents and warrants that Customer owns or otherwise has sufficient rights to the Customer Data, name and logo to grant the foregoing licenses without any infringement of or conflict with any third party proprietary right. In the event that the Company is required or ordered to disclose Customer Data to a third party pursuant to judicial order or other compulsion of law, if legally permitted, the Company shall take all commercially reasonable steps to provide the Customer with prompt notice of any relevant order or basis for disclosure so as to allow Customer to take whatever steps it can to object to such compulsory disclosure if Customer so chooses.
10. Reporting Claims of Copyright Infringement.
We take claims of copyright infringement seriously. If you believe that any copyrighted material owned by you has been infringed upon by someone using the Platform, you may request removal of those materials from the Platform by submitting written notification to our Copyright Agent at email@example.com. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
- Your name.
- The name and description of the work that is being infringed.
- Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
- A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
- Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
- A statement that the information in the written notice is accurate.
- A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
If you fail to comply with all of these requirements, your DMCA Notice may not be effective. Additionally, if you knowingly misrepresent that material or activity on the Platform is infringing your copyright, you may be held liable for damages under Section 512(f) of the DMCA.
It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
11. Prohibited Uses.
You may use the Platform only for lawful purposes and in accordance with the Terms in their entirety. You agree not to use the Platform:
- In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
- To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “spam,” or any other similar solicitation.
- To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity.
- In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm or offend the Company or users of the Platform or expose them to liability.
Additionally, you agree not to, directly or indirectly:
- Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform or any software, documentation or data (in any form) related to the Platform.
- Modify, translate, or create derivative works based on the Platform or any software, documentation or data related to the Platform (except to the extent expressly permitted by Productiv or authorized within the Platform).
- Use the Platform or any software, documentation or data related to the Platform for timesharing or service bureau purposes or otherwise for the benefit of a third party.
- Remove any proprietary notices or labels; or modify, adapt or hack the Platform, or otherwise attempt to gain unauthorized access to the Service or any software, documentation or data related to the Platform.
- Use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform.
- Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
- Use any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without our prior written consent.
- Use any device, software, or routine that interferes with the proper working of the Platform.
- Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform.
- Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
- Take any action that may damage or falsify the Company or Platform rating.
- Otherwise attempt to interfere with the proper working of the Platform.
12. Security and Confidentiality.
- Confidentiality. The Company shall treat all information entered into the Platform and therefore disclosed by Customer and Authorized Users as strictly confidential, unless otherwise agreed by you in writing. Accordingly, the Company will: (i) hold the disclosing party’s confidential information in confidence; (ii) restrict disclosure of such confidential information to those of its employees or agents with a need to know such information and who are bound (i.e., as a condition to their employment or agency) by obligations respecting the protection of confidential information, which are substantially similar to those of this Agreement and which would extend to the disclosing party's confidential information; (iii) use such confidential information only for the purposes for which it was disclosed, unless otherwise set forth herein; and (iv) to the extent applicable, not modify, reverse engineer, decompile, create other works from, or disassemble any such confidential information, unless expressly permitted by applicable law without the possibility of contractual waiver or otherwise specified in writing by the disclosing party.
These restrictions will not apply to confidential information to the extent it (i) was in the public domain at the time of disclosure; (ii) became publicly available after disclosure to the receiving party without breach of this Agreement; (iii) was lawfully received by the Company from a third party without such restrictions; (iv) was known to the Company, its employees, or agents without such restrictions prior to its receipt from the disclosing party; (v) was independently developed by the the Company without breach of this Agreement; or (vi) was generally made available to third parties by the disclosing party without such restriction. The Company may disclose confidential information without breach of this Agreement if it; or (vii) is required to be disclosed by the Company pursuant to judicial order or other compulsion of law, provided that the Company will provide to the disclosing party prompt notice of such order and comply with any protective order imposed on such disclosure.
13. Monitoring and Enforcement; Termination.
We have the right to:
- Take any action with respect to any user that we deem necessary or appropriate in our sole discretion, including if we believe that such user violates the Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the public, or could create liability for the Company.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Monitor your and your Authorized User’s use of the Platform at any time and without notification to you or your Authorized Users, and may prohibit any use of the Platform we believe may be (or alleged to be) in violation of the Terms.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform.
- Terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of the Terms.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review all material before it is posted on the Platform, or to monitor your or your Authorized Users’ use of the Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
14. Reliance on Information Posted.
We do not warrant the accuracy, completeness, or usefulness of any information on the Platform, including any documents that are posted for use on the Platform. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents.
The Platform may include content provided by third parties, including materials provided by other users and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
15. Links from the Platform.
If the Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
16. Users Outside the U.S.
The Platform is controlled and operated from the United States and is subject to its laws. If you choose to access the Platform outside of the United States, you do so at your own risk and are responsible for complying with all applicable laws, rules, and regulations.
17. Disclaimer of Warranties.
YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTION TITLED “DISCLAIMER OF WARRANTIES” AND THE FOLLOWING SECTION TITLED “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
You agree to indemnify and hold harmless the Company, and their agents and assigns, from and against all claims, demands, obligations, and liabilities of any nature whatsoever, and all related costs and expenses (including reasonable attorney’s fees), arising out of or resulting from (1) your use of the Platform, including your use of or reliance on any documents created using the Platform and your decision to enter personal and/or confidential information into the Platform, or (2) your violation of the Terms.
19. Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, THE COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THE TERMS OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND THE COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO THE COMPANY FOR THE PLATFORM UNDER THE TERMS IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE COMPANY IS NOT LIABLE FOR ANY LEGAL OUTCOMES, JUDGEMENTS, VIOLATIONS, OR OTHER OUTCOMES RESULTING FROM USE OF THE PLATFORM.
- Agreement to Arbitrate: This Section is referred to as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Company, whether arising out of or relating to this Agreement or the Program, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. You agree that, by agreeing to this Agreement, you and Company are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement.
- Prohibition of Class and Representative Actions and Non-Individualized Relief: you and Company agree that each may bring claims against the other only on an individual basis and not as plaintiff or class member in any purported class or representative action or proceeding. Unless both you and Company agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).
- Pre-Arbitration Dispute Resolution: Company is always interested in resolving disputes amicably and efficiently, and most participant concerns can be resolved quickly and to the participant’s satisfaction by emailing Company’s support team at firstname.lastname@example.org. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Company should be sent to Mystacks, Inc. at 1390 Market Street, Suite 200, San Francisco, CA 94102 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Company and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Company or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Company is entitled.
- Arbitration Procedures: Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Company and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Company agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
- Costs of Arbitration: Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.
- Confidentiality: All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
- Severability: If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than clause (b) above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of clause (b) is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply.
21. Governing Law and Jurisdiction.
All matters relating to the Platform and the Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provisions or rules.
Any legal suit, action or proceeding arising out of, or related to, the Terms or the Platform but not subject to arbitration under Section 20 shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the County and City of San Francisco. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
22. Waiver and Severability.
No waiver by the Company of any term or condition set forth in the Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under the Terms shall not constitute a waiver of such right or provision.
23. Entire Agreement; Relationship of the Parties.
The Terms constitute the sole and entire agreement between you and Mystacks, Inc. with respect to the Platform and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform.
The parties are independent contractors. The Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Nothing in the Terms creates an exclusive relationship or in any way prevents the Company from entering into similar arrangements with or providing similar services to other entities, including, without limitation, other similar customers. Customer understands and acknowledges that the Company is free to use some or all of the data, information, techniques, methodologies, forms, layouts, or results of any of the products or services provided by the Company hereunder in providing products or services to other customers and nothing in the Terms shall be construed to limit the Company’s right to do so.
24. Your Comments and Concerns.
The Platform is operated by Mystacks, Inc. at 1390 Market Street, Suite 200, San Francisco, CA 94102.
All feedback, comments, requests for technical support and other communications relating to the Platform (“Feedback”) should be directed to: email@example.com. You hereby grant Company the perpetual, irrevocable right to use, copy, modify, create derivative works of and otherwise fully exercise and exploit such Feedback in connection with its products and services.