Last updated: March 22, 2022

Updates effective as of: March 23, 2022

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1. Introduction

Welcome to OpenGrants, a service offered by Egeria Corporation (“Company”, “we”, “our”, “us”)! As you have just clicked to our Terms of Service (“Terms” or “Terms of Service”), please take a pause, grab a cup of coffee and carefully read the following pages. This is a legally binding agreement between you and us, and it includes important terms about your rights and responsibilities, such as indemnification, limitation of our liability, and mandatory arbitration.

About OpenGrants: OpenGrants is a platform that enables startups and other customers (each, a “Client”) to browse and identify public and private grants. We also provide assistance to Clients in connection with preparing and submitting applications for public grants (each, an “Application”), including by identifying and hiring expert grant writers (each, a “Grant Writer”). Whether you are a Client, a Grant Writer, or simply browsing our website, these Terms govern your use of our web pages located at opengrants.io and the OpenGrants web application operated by us (collectively, the “Service”).

You agree to the Agreements by using the Service. Your agreement with us includes these Terms , our Privacy Policy and, to the extent applicable, the Client Terms and the Grant Writer Terms, as further described below (collectively, the “Agreements”). By using the Service, you acknowledge that you have read and understood the Agreements, and agree to be bound by them. All references in the Agreements to “you” or “your” include the individual who is accessing the Service, as well as the entity, if any, on behalf of which such individual is accessing the Service.  If you access the Service on behalf of an entity, you represent and warrant to us that you have the legal authority and power to bind such entity, and that you have obtained all necessary approvals to enter into the Agreements.

If you do not agree with (or cannot comply with) the Agreements, then you may not use the Service.

Thank you for being responsible.

2. Additional Terms and Conditions

Please note that additional terms and conditions may apply to your use of the Service, as described below.

(a) If you are a Client: Your use of the Service is further subject to our Client Terms (available here).

(b) If you are a Grant Writer: Your use of the Service is further subject to our Grant Writer Terms (available here).

(c) If You are a Service Provider: Your use of the Service is further subject to our Service Provider Terms (available here).

(d) Privacy Policy: Our Privacy Policy also governs your use of our Service and explains how we collect, safeguard and disclose information that results from your use of our web pages. Please read it here.

3. Our Role

(a) We do not provide grant writing services. OpenGrants is a technology platform that enables Clients to identify and engage one or more Grant Writers (together with the Clients, “Users”) to assist in the preparation of one or more Applications. While OpenGrants may provide a Client with certain advisory and consulting services in connection with the Service such as identifying public grant opportunities (such services, the “Advisory Services”), OpenGrants is not providing grant writing services and is not acting as a grant writer with respect to any Application. Our platform only facilitates a direct engagement between Users, and we are not a party and have no control over such engagement. As such, you are solely responsible for determining whether to enter into an engagement with another User (including, without limitation, verifying the accuracy of any information provided by the User in their profile, posting, proposal or elsewhere), and for setting the rate for the engagement.

(b) We do not control Grant Writers or Service Providers. Specifically, Client acknowledges that we do not employ or control Grant Writers or Service Providers. Each Grant Writer or Service Provider is independent from OpenGrants and is not providing any services on behalf of OpenGrants. Each Grant Writer or Service Provider determines the manner and means of providing any grant writing services to the relevant Client, including, without limitation, the types of projects they take on, the prices they charge, the methods and tools they use in providing grant writing services, and the time and place of furnishing such services. As such, OpenGrants shall not be liable to the Client or any third party for any actions, errors and omissions of a Grant Writer or Service Provider.

You further acknowledge, agree, and understand that while we strive to only allow the best Grant Writers and Service Providers on the OpenGrants platform, our listing of any Grant Writer or Service Provider on the Service is not an endorsement of said party. We do not perform background checks on any Grant Writers or Service Providers nor do we supervise, direct, control, or evaluate their work. As such, we do not make any representations about or guarantee the services to be performed, the quality of any work products or deliverables to be developed or created (“Deliverables”) or the results to be achieved by engaging such Grant Writer or Service Provider.

(c) We do not control Clients. Further, we do not verify the accuracy of the information provided by Clients. As such, we make no representations about or guarantee the ability of Clients to pay for services to be performed by Grant Writers, or the ability or willingness of a Client to actually complete a transaction.

(d) Clients and Grant Writers may enter into additional agreements. Finally, we do not dictate the terms of any engagement between Users with respect to one or more Applications. You may choose, at your sole discretion, to agree and enter into any agreement, contract or terms with another User that further define your rights and obligations vis-a-vis such User, so long as such agreement does not impose any obligation upon Company or in any way restrict or impact our rights under the Agreements. If you are a Client, please note that, unless a Grant Writer makes separate arrangements with you, their relationship with you is not exclusive, and they may perform similar services for other Clients, including those that may be competitive with you.

4. Disputes Among Users

(a) Process for Submitting Disputes. All Users agree to attempt in good faith to resolve any disputes with another User directly with that User and without involving Company. In the event that Users are unable to resolve a dispute, either party can submit a formal dispute to Company by emailing [email protected]. Any invoice-related disputes by a Client must be submitted within 5 business days of the invoice date. Failure to submit a timely dispute will be deemed acceptance of the invoice, and the Client’s designated payment method will be automatically charged, as described in the Client Terms.

(b) Dispute Resolution. In the event Company receives a timely dispute as indicated above, all payments are suspended until the completion of the resolution process described below. Company’s Dispute Resolution Team will take reasonable steps to gather information from the Users involved and reach a resolution within 10 business days of receiving the dispute notice. You hereby agree and acknowledge that Company is authorized to take, and shall have no liability to you for taking, any action necessary to investigate and resolve disputes on your behalf and in any manner Company deems appropriate, in its sole and absolute discretion.

(c) Exclusions. Please note that we will only resolve disputes related to the number of hours included in an invoice. We will not resolve any disputes related to the quality of work or Deliverables. All such disputes must be handled exclusively between the Client and the Grant Writer.

5. Contests, Sweepstakes and Promotions

Any contests, sweepstakes or other promotions (collectively, “Promotions”) made available through Service may be governed by rules that are separate from these Terms of Service. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms of Service, Promotion rules will apply.

6. User Content

(a) We don’t control User Content. Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“User Content”). Such User Content may include, but is not limited to, a User’s profile, a listing for an Application by a Client, and a proposal by a Grant Writer in response to a listing. You are responsible for User Content that you post on or through the Service, including its legality, reliability, and appropriateness. OpenGrants does not verify, endorse or guarantee the truth and accuracy of any such User Content. You assume all responsibility for reliance on any User Content posted on the Service.

By posting User Content on or through the Service, You represent and warrant that: (i) User Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, (ii) that the User Content is accurate, complete and truthful in all material respects, and (iii) that the posting of your User Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright. We assume no responsibility for the inaccuracy of any User Content posted on the Service.

(b) You own your User Content. You retain any and all of your rights to any User Content you submit, post or display on or through the Service and you are responsible for protecting those rights. However, by posting User Content using the Service you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such User Content on and through Service. Such license will be worldwide, perpetual, fully paid-up, royalty-free, sublicensable and transferable. You agree that this license includes the right for us to make your User Content available to other Users, who may also use your User Content subject to these Terms.

Company has the right but not the obligation to monitor and edit all User Content provided by users.

7. Prohibited Uses

(a) You may use Service only for lawful purposes and in accordance with Terms. You agree not to use the Service:

  • In any way that violates any applicable law, regulation, ordinance or order.
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content 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 Company, a Company employee, another User, or any other person or entity.
  • In any way that infringes upon the rights of others (including their intellectual property rights), 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 Service, or which, as determined by us in our sole discretion, may harm or offend Company or users of the Service or expose them to liability.

(b) Additionally, you agree not to:

  • Post any User Content that we determine, in our sole discretion, to be offensive, defamatory, harassing, threatening pornographic or illegal.
  • Encourage conduct that would be considered dangerous, a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate.
  • Use Service in any manner that could disable, overburden, damage, or impair the Service or interfere with any other party’s use of the Service, including their ability to engage in real time activities through Service.
  • Use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service.
  • Use any manual process to monitor or copy any of the material on the Service 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 Service.
  • 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 Service, the server on which the Service is stored, or any server, computer, or database connected to the Service.
  • Attack the Service via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Service.

8. No Use By Minors

The Service is intended only for access and use by individuals at least eighteen (18) years old. By accessing or using the Service, you warrant and represent that you are at least eighteen (18) years of age and with the full authority, right, and capacity to enter into and abide by all of the terms and conditions of the Agreements. If you are not at least eighteen (18) years old, you are prohibited from both the access and usage of the Service.

9. Accounts

When you create an account with us, you represent and warrant that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on Service.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.

10. Intellectual Property Rights

(a) We own the Service and the OpenGrants Content. The Service and its original content, excluding User Content (“OpenGrants Content”), features and functionality are and will remain the exclusive property of Company and its licensors. OpenGrants Content includes, without limitation, any articles, blog posts or other marketing content created by a Grant Writer and posted to the OpenGrants website or other marketing materials. If you are a Grant Writer who produces such OpenGrants Content, you hereby assign to Company any and all rights, title and interest you may have in and to such OpenGrants Content, and you agree and acknowledge that the consideration for such assignment is your being listed as a Grant Writer on the Service. To the extent that the foregoing assignment is not effective for any reason, you hereby grant to Company a worldwide, perpetual, royalty-free, fully paid-up and transferable license to use, repost, distribute, modify, exploit and create derivative works from such OpenGrants Content.

You may not distribute, modify, transmit, reuse, download, repost, copy, or use the OpenGrants Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.

Further, the Service is protected by copyright, trademark, and other laws of the United States. Our name, logo, trademarks, service marks and trade dress may not be used in connection with any product or service without the prior written consent of Company.

(b) The Client will own the Deliverables.  As between Company, Client and Grant Writer, Client will own all Deliverables resulting from any services to be performed by Grant Writer for Client. Such Deliverables shall include, but are not limited to, any work products, original works of authorship (including any grant applications), inventions, discoveries, developments, concepts, designs, ideas, know-how, improvements, inventions, trade secrets, and other intellectual property, whether or not patentable, copyrightable or otherwise legally protectable, developed by Grant Writer, whether alone or jointly with others, in connection with performing any services performed, or to be performed, by Grant Writer for any Client via the Service. As such, Grant Writer agrees to assign, and hereby assigns, to the relevant Client(s), all right, title and interest throughout the world (including all intellectual property rights) in and to the Deliverables. Grant Writer hereby acknowledges that such assignment is provided for adequate consideration as part of any compensation to be received by Grant Writer from the relevant Client(s).

11. Your Other Obligations

(a) You agree not to disclose confidential information about us or any other User. All non-public information relating to Company or any other User provided to or accessed by you (the disclosing individual or entity, the “Disclosing Entity” and such information, “Confidential Information”) should be treated confidentially. Confidential Information includes, but is not limited to: (i) non-public information about or belonging to the Disclosing Entity and its management, employees, contractors, suppliers and any other individual or entity with which the Disclosing Entity has a business relationship; (ii) non-public information about or belonging to the Disclosing Entity’s clients and their employees, personnel, directors, customers and any other individual or entity with which such clients have business relationships; (iii) proprietary information belonging to or licensed by the Disclosing Entity, including, without limitation, trade secrets, protectable under intellectual property laws of any jurisdiction; and (iv) technology, knowledge,  designs, concepts, ideas, information, formulas,  patterns,  compilations,  programs,  devices,  methods,  techniques  or  processes of the Disclosing Entity.

As such, you hereby agree: (i) not to disclose the Confidential Information of the any Disclosing Entity to any third party without the prior written consent of the applicable Disclosing Entity; and (ii) to use Confidential Information only as reasonably necessary to perform your obligations under the Agreements or as otherwise instructed by the applicable Disclosing Entity, including any separate agreement between you and another User. Further, you will use at least the same degree of care, but in no event less than reasonable care, to protect Confidential Information from unauthorized disclosure or access that you use to protect your own Confidential Information. You must immediately notify Company and, if applicable, the relevant Client(s) of any actual or suspected loss or unauthorized use, disclosure of or access to Confidential Information of which you become aware, and take all steps reasonably requested by Company and/or the relevant Client(s) to limit, stop and prevent further unauthorized use, disclosure or access. In the event that you are required to disclose Confidential Information in order to comply with a subpoena, judicial or governmental requirement or order (an “Order”), you must give the applicable Disclosing Entity sufficient prior notice of such Order, to permit the applicable Disclosing Entity a reasonable opportunity to object to the Order and to seek a protective order or other appropriate remedy.

The obligations of this Section 11(a) will not apply to any information that you can demonstrate was previously rightfully known by you free of any obligation to keep it confidential, is or becomes publicly known through no wrongful act on your part, or is independently developed by you without reference to the Confidential Information of the Disclosing Entity.

(b) You agree not to engage with any User outside of the Service. If you identify any User, or otherwise engage in discussions with such User in relation to an Application, via the Service, you may not engage with or otherwise enter into any transactions with such User outside of the OpenGrants platform. This obligation lasts for one (1) year after you identify the User or last engage in discussions with the User via the Service, whichever is later. Further, you agree not to take any other action intended to circumvent the Service, such as paying any amounts to a Grant Writer outside of the Service, referring a User to another site, or otherwise.

12. Copyright Policy and DMCA Notices

We respect the intellectual property rights of others. It is our policy to respond to any claim that User Content posted on the Service infringes on the copyright or other intellectual property rights of any person or entity.

If you believe your intellectual property rights have been violated by User Content posted on the Service, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
  • a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
  • identification of the URL or other specific location on Service where the material that you claim is infringing is located;
  • your address, telephone number, and email address;
  • a statement by you 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 by you, 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 the copyright owner’s behalf.

You can contact our Copyright Agent via email at [email protected]

13. Error Reporting and Feedback

We own any feedback you submit to us. You may provide us, either by email at [email protected] or otherwise, with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our Service (“Feedback”). You acknowledge and agree that: (i) Company may, but is not required to, use the Feedback without any compensation or attribution to you for any purpose whatsoever; (ii) you hereby assign to Company, and you shall not retain, acquire or assert, any intellectual property right or other right, title or interest in or to the Feedback; (iii) Company may have development ideas similar to the Feedback; (iv) Feedback does not contain confidential information or proprietary information from you or any third party; and (v) Company is not under any obligation of confidentiality with respect to the Feedback. In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant Company and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialize) the Feedback in any manner and for any purpose.

14. Third-Party Websites and Services

We do not control, and assume no liability for, any other sites or services. Our Service may contain links to or integrate with third-party websites or services that are not owned or controlled by Company. These include, but are not limited, to third-party services that enable certain aspects of the Service, such as processing of credit card and ACH payments.

Company has no control over, and assumes no responsibility for any third party web sites or services, including their content, privacy policies, or practices. We do not warrant the offerings of any of these entities/individuals or their websites.

YOU ACKNOWLEDGE AND AGREE THAT COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTY WEB SITES OR SERVICES.

WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY THIRD PARTY WEB SITES OR SERVICES THAT YOU VISIT.

15. Disclaimer Of Warranty

THE SERVICE IS PROVIDED BY COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICE, THE ADVISORY SERVICES, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE, THE OPENGRANTS CONTENT, AND ANY ADVISORY SERVICES OR OTHER SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK.

NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE OR THE ADVISORY SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY REPRESENTS OR WARRANTS THAT THE SERVICE, THE OPENGRANTS CONTENT, OR ANY ADVISORY SERVICES OR OTHER ITEMS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICE, OR ANY ADVISORY SERVICES OR OTHER ITEMS OBTAINED THROUGH THE SERVICE, WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

WE DISCLAIM ALL WARRANTIES. 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.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

16. Limitation Of Liability

OUR LIABILITY TO YOU IS LIMITED. EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENTS, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF COMPANY OR ANY OF ITS REPRESENTATIVES, IT WILL BE LIMITED TO (A) THE AMOUNT YOUR PAID TO COMPANY IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY OR (B) $100, WHICHEVER IS GREATER. SOME JURISDICTIONS DO NOT ALLOW THIS EXCLUSION OR LIMITATION OF LIABILITY, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

17. Indemnification

You will indemnify us if we suffer any harm as a result of your actions or use of the Service. You agree to defend, indemnify, and hold harmless, Company, its affiliates, and each of their respective directors, officers, employees and agents, from and against any and all liabilities, damages, losses, costs and expenses, including the reasonable fees of attorneys and other professional third parties (collectively, “Losses”), including, without limitation, any third-party suits, claims, actions, proceedings or demands, arising out of, resulting from or based upon: (a) your negligence, recklessness, intentional misconduct or other acts or omissions (including the actions or omissions of your directors, officers, employees, agents, parent, subsidiaries, and other affiliates); (b) your use of the Service; (c) any breach of any representation, warranty, covenant, or agreement made by you under the Agreements; (d) any alleged infringement of the intellectual property rights of others by your User Content; and (e) violation of any law by you and your representatives.

18. Termination

(a) Our right to terminate your use of the Service: We may terminate or suspend your account and bar access to the Service, the Advisory Services and any other service provided by us immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Agreements.

(b) Your ability to terminate: If you wish to terminate your OpenGrants account, you must discontinue using the Service and contact us and communicate your intent to terminate your account, as specified at the end of these Terms.

(c) Survival: All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, confidentiality obligations, warranty disclaimers, indemnity and limitations of liability.

19. Dispute Resolution

(a) You agree to arbitrate any dispute with us. You and Company agree that, except as provided below, all disputes, controversies and claims related to the Agreements (each, a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in these Terms. In the event of a conflict between the terms set forth herein and the JAMS Rules, the terms herein will control and prevail. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act. Except as otherwise provided in these Terms, (a) you and Company may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (b) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law. The arbitration will be conducted in Sacramento, California, United States of America.

(b) Your right to opt out: You may opt out of the arbitration provisions in this section by contacting us at [email protected] no later than thirty (30) days after the date you agree to the Agreements. To be effective, your email must contain the subject line “Arbitration Opt-Out” and include: (i) your name, (ii) your address and (iii) your phone number.

(c) Class Action Waiver: You and Company agree that any arbitration shall be limited to the Claim between Company and you individually. YOU AGREE THAT (i) YOU WAIVE ANY RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (ii) YOU WAIVE ANY RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (iii) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.

(d) Exceptions to arbitration: You and Company agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (i) any Claim seeking to enforce or protect, or concerning the validity of, any of your or Company’s intellectual property rights; (ii) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (iii) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.

20. Changes To the Service

We reserve the right to withdraw or amend our Service, and any service or material we provide via Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of Service, or the entire Service, to users, including registered users.

21. Miscellaneous

Governing Law: The Agreements shall be governed and construed in accordance with the laws of the State of California, United States of America without regard to the conflict of law provisions of any jurisdiction which would result in the application of any other law. Notwithstanding the foregoing, this paragraph titled “Governing Law” shall not apply to any Client that is a state or local government agency in the United States, but only to the extent Client’s jurisdiction’s laws prohibit Client from accepting such provision.

Entire Agreement: The Agreements constitute the entire agreement between you and us regarding your use of the Service and supersede and replace any prior or simultaneous agreements relating to the same.

Amendments: We may amend the Agreements, including these Terms, at any time by posting the amended terms on this site. We encourage you to review the Agreements periodically. Your continued use of the Service following the posting of revised Agreements means that you accept and agree to the changes. If you object to any such changes, you must discontinue using the Service.

Waivers: No waiver by Company of any term or condition set forth in the Agreements 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 Company to assert a right or provision under the Agreements shall not constitute a waiver of such right or provision.

Severability: If any provision of the Agreements is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreements will continue in full force and effect.

22. Contact Us

Please send your feedback, comments, requests for technical support:

By email: [email protected].