Terms & Conditions (September 27, 2024) – Cramify

Effective date: September 27, 2024

1. Welcome to Cramify!

① Mathpresso Americas LLC (hereinafter “Cramify Team,” “we” and “us”) is committed to providing the best educational service that anyone can easily and inexpensively access. Thank you for joining the efforts of Cramify Team. These Terms and Conditions are prepared to define the rights, obligations, and other relevant prerequisites between Cramify Team and you (hereinafter “you”) regarding the educational services provided by Cramify Team. Please follow these Terms and Conditions so that Cramify can be the best space for everyone who wants to share knowledge and learn!

② You agree that by accessing the cramify.ai website as well as any other mobile website or application operated by Cramify Team (collectively, the “Website”), you have read, understood, and agreed to be bound by these Terms and Conditions. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE WEBSITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

③ While these Terms and Conditions apply to Cramify services, products, features, and applications (collectively, the “Services”) by default, individual terms of service and/or operation policies other than these Terms and Conditions may apply in the process of delivering diverse Services. In the case of any discrepancy or conflict between the individual terms of service or operation policies and these Terms and Conditions, the individual terms and conditions and operation policies shall prevail.

2. These Terms and Conditions will be posted and modified as follows.

① These Terms and Conditions will be posted on the Website so that you may easily check its contents.

② Cramify Team reserves the right, in our sole discretion, to make changes or amendments to these Terms and Conditions from time to time, to the extent that such amendments do not violate applicable laws and regulations.

③ If Cramify Team changes these Terms and Conditions, Cramify Team will alert you about any changes by providing notice in the manner required by applicable law, such as, but not limited to, placing a notice on the Website, by sending you an email, and/or by some other means. We will also update the “Current” Terms and Conditions on the Website and specify the effective date thereof. By continued use of the Services after the effective date, it will be deemed that you have been aware and you have agreed to the amended Terms and Conditions.

④ The Services are not intended for distribution or use in any jurisdiction or country where such distribution or use would be against the law or regulation or which would require any registration. If you choose to access the Services from other locations, you should do so on your own initiative and are solely responsible for compliance with local laws.

⑤ All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Services. If you are a minor, you must have your parent or guardian read and agree to these Terms and Conditions prior to you using the Services.

⑥ The Services are not intended to be accessed or utilized by children under 13 years of age, and we do not knowingly collect or solicit personally identifiable information from children under 13. If you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us.

3. By signing up as a member of the Services (hereinafter “Member”), you may use more Cramify Services.

① Users who want to use the Services shall sign up for a membership after reading and agreeing to these Terms and Conditions. Cramify Team completes the registration process by its acceptance and provides a Cramify Service Member account (hereinafter the “Account”).

② By using the Services, you represent and warrant the following subparagraphs. Otherwise, Cramify Team may not accept the membership application or revoke the acceptance of the application at any time after the acceptance:

1) all registration information you submit will be true, accurate, current, and complete;

2) you will maintain the accuracy of such information and promptly update such Account information as necessary;

3) you have the legal capacity and you agree to comply with these Terms and Conditions;

4) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Services;

5) you will not access the Services through automated or non-human means, whether through a bot, script, or otherwise;

6) you will not use the Services for any illegal or unauthorized purpose; and

7) your use of the Services will not violate any applicable law or regulation.

4. Cramify Team is committed to the obligations as a service provider.

① Cramify Team is committed to providing continuous and stable Services. However, we do not guarantee that the stable use of Services will always be provided.

② Cramify Team protects the personal information of Members pursuant to applicable laws and regulations. Please refer to the Privacy Policy on the Website to check details about Cramify Team’s personal information processing and security measures being applied.

③ Cramify Team reserves the right, but not the obligation, to:

1) monitor the Website for violations of these Terms and Conditions;

2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms and Conditions, including without limitation, reporting such Member to law enforcement authorities;

3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Input (defined below) in whole or in part;

4) in our sole discretion and without limitation, notice, or liability, to remove from the Website or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and

5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

5. Please respect your obligations as a Member!

① The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Input").

② To provide a safer environment for Members using the Services, and to ensure Member’s rights are respected and protected, if actions in the following subparagraphs are confirmed, Cramify Team may suspend the use of the Services of such Members for a dedicated period, terminate their membership, and/or delete relevant Input. Furthermore, if necessary, Cramify Team may take legal actions against the Member or report the Member to the relevant authorities, etc. Provided, this does not imply that Cramify Team is obligated to review every Input on the Services.

1) Performing business activities, such as selling goods and/or services, within or by using the Services;

2) Transmitting or posting large amounts of information or advertising information that intentionally, or for the purpose of doing so, interfere with the operation of the Services;

3) Promoting goods or services, specific individuals or groups, etc. unrelated to the Services;

4) Systematically retrieving data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from Cramify Team;

5) Tricking, defrauding, or misleading Cramify Team and other users, especially in any attempt to learn sensitive Account information such as user passwords.;

6) Circumventing, disabling, or otherwise interfering with security-related features of the Website, including features that prevent or restrict the use or copying of any Content (defined below) or enforce limitations on the use of the Website and/or the Content contained therein.;

7) Disparaging, tarnishing, or otherwise harming, in our opinion, Cramify Team and/or the Services.;

8) Uploading or transmitting (or attempting to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with the use, features, functions, operation, or maintenance of the Services;

9) Engaging in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools;

10) Disclosing or posting any messages, videos, or audio that are obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us) within the Services;

11) Disclosing or posting any messages, videos, or audio that ridicule, mock, disparage, intimidate, abuse, harass, or threaten anyone;

12) Conducting harmful or dangerous actions, or actions against the public order and morals, or posting or distributing information as codes, texts, videos, audios, sounds, etc. related to such actions;

13) Posting personal information (personal data, contacts, photos, etc.) of others or requesting others to provide personal information;

14) Attempting to impersonate another Member or person or use the username of another Member;

15) Making improper use of our support services or submit false reports of abuse or misconduct;

16) Attempting to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services; or

17) Except as permitted by applicable law, deciphering, decompiling, disassembling, or reverse engineering any of the software comprising or in any way making up a part of the Services.

6. Please protect the intellectual property rights of Cramify Team and third parties.

① Unless otherwise indicated, all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Website (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned, controlled or licensed to Cramify Team, and are protected by intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Website “AS IS” for your information and personal use only. Except as expressly provided in these Terms and Conditions, no part of the Website and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

② Provided that you are eligible to use the Services, you are granted a limited license to access and use the Website and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Website, the Content and the Marks.

③ Input may be viewable by other users of the Services and through third-party websites. As such, any Input you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Input, you thereby represent and warrant the following and agree that violation of the following may result in termination or suspension of your rights to use the Services:

1) The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Input do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.

2) You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Website, and other users of the Website to use your Input in any manner contemplated by the Website and these Terms and Conditions.

a. To clarify the above, some examples of permitted Input include, but are not limited to:

- Practice Problems
- Notes
- Study guides/outlines
- Test prep materials
- Lab reports
- Essays
- Homework responses

b. Some examples of prohibited Input (unless you are authorized to share) include, but are not limited to:

- Exams
- Test banks
- Solution manuals
- Textbooks
- Slide presentations
- Instructor materials

3) You have the written consent, release, and/or permission of each and every identifiable individual in your Input to use the name or likeness of each and every such individual to enable inclusion and use of your Input in any manner contemplated by the Website and these Terms and Conditions.

4) You understand and agree that if you delete your Account, your Input will remain on the Services and to the extent that they were downloaded or stored by other Members.

④ By sharing your Input or making your Input accessible to any part of the Services, you automatically grant us and our affiliates the following:

1) a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully sublicensable, and fully transferable license to translate, modify, store, edit, display, perform, reproduce, host, use, copy, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Input (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Input, and grant and authorize sublicenses of the foregoing;

2) a license applicable to any form, media, or technology currently known or developed in the future. You waive all moral rights in your Input, and you warrant that moral rights have not otherwise been asserted in your Input.

⑤ Cramify Team reserves the right, at our sole discretion, (1) to edit, redact, or change any Input; (2) to relocate any Input to place it in more appropriate categories on the Website; and (3) to pre-screen or remove any Input at any time and for any reason, without notice. However, we have no obligation to monitor all of your Input.

7. Please report if inappropriate content or copyright infringement (DMCA) is found.

① If Content provided in the Services is deemed to be inappropriate or problematic for any reason, please report by using the report function so that Cramify Team may review and improve the Services. Reporting Content does not automatically make the Content immediately invisible. Cramify Team will review the reported Content pursuant to applicable laws and regulations, these Terms and Conditions, individual terms of service, other operation policies, etc., and take necessary action as soon as possible.

② If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Website infringes your copyright, you should consider first contacting an attorney.

Designated Copyright Agent: Legal Division Lead at Cramify Team
Attn: Copyright Agent
19F, Seolleung-ro 48, Gangnam-gu, Seoul, Korea
legal@cramify.ai

③ All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the following information:

1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Website are covered by the Notification, a representative list of such works on the Website;

3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted;

5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.

④ If you believe your own copyrighted material has been removed from the Website as a result of a mistake or misidentification, you may submit a written counter notification to our Designated Copyright Agent using the contact information provided below (a “Counter Notification”). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following:

1) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled;

2) a statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located;

3) a statement that you will accept service of process from the party that filed the Notification or the party's agent;

4) your name, address, and telephone number;

5) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and

6) your physical or electronic signature.

⑤ If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees. Filing a false Counter Notification constitutes perjury.

8. The Services may contain advertisements.

① Within the scope permitted by applicable laws and regulations, Cramify Team may publish a variety of information necessary for the use of the Services within the Services or deliver such information to the Members via email, text messages, or phone calls.

② The Services may contain (or you may be sent via the Website) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Cramify Team has no control over, and assumes no responsibility for, the content, accuracy, terms and conditions, privacy policies, or practices of or opinions expressed in any Third-Party Websites or Third-Party Content. In addition, Cramify Team will not and cannot monitor, verify, censor or edit the content of any Third-Party Websites. By using the Services, you release and hold us harmless from any and all liability arising from your use of any Third-Party Websites or Third-Party Content.

③ If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms and Conditions no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services or by any way from any Third-Party Content or any contact with Third-Party Websites.

9. Cramify Team may use data to provide better services.

① Cramify Team will maintain certain data that you transmit to the Website for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that is related to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

② Cramify Team and its affiliates may use data provided by users, within the scope permitted by applicable laws and regulations, for the purpose of making the Input viewable within and out of the Services; promoting, operating, and improving the Services; conducting research for new services; researching and developing Artificial Intelligence ("AI") technologies; complying with legal obligations such as web accessibility; and allowing search, collection, and links from other websites, etc.

③ By using the Service, you acknowledge and agree that any Input you provide to the Service may be used by Cramify Team to train, test, and improve the AI systems that underlie the Service.

④ You hereby grant Cramify Team a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, prepare derivative works of, and display your Input solely for the purposes of training, testing, and improving Cramify Team's AI systems and technologies.

⑤ Cramify Team reserves the right to use your Input to enhance the quality of our AI models, algorithms, and other technologies that are part of or used by the Service.

⑥ Notwithstanding the use of your Input for AI training, Cramify Team retains all rights, title, and interest in and to any and all AI-generated outputs, materials, or other content produced by our systems ("AI Generations"). This includes, but is not limited to, the algorithms, models, and methodologies used by the Service, even if they were influenced or improved by the inclusion of Input in their training data.

⑦ You acknowledge and agree that you have no claim of ownership or intellectual property rights in any AI Generations, even if your Input were used in the training or operation of the AI systems that produced such AI Generations.

10. Cramify Team provides a variety of paid services.

① Cramify Team provides a variety of paid services aiding the learning experience of users. Members may purchase these paid services in accordance with the procedures provided by Cramify Team.

② Pursuant to applicable laws and regulations, Cramify Team specifies information such as the name, type, content, price, etc. of the paid services in the sales procedure.

③ Members may not transfer, inherit, or sell the right to use the paid services or use it as collateral to third parties without prior written approval from Cramify Team.

④ For services requiring subscription, subscription fees are billed in advance for the applicable subscription period (monthly, annually, or as otherwise described at the point of purchase). Unless otherwise stated, your subscription will automatically renew at the end of each subscription period. Cramify Team reserves the right to change subscription fees at any time and any fee changes will be communicated to users in advance, providing an opportunity to cancel your subscription before such changes take effect. Failure to pay any fees or charges will result in the termination or suspension of your subscription.

⑤ For cancellation and refund of your subscription, please refer to our Refund Policy.

11. Conflicts in relation to the Services are handled as follows.

① These Terms and Conditions and your use of the Services are governed by and construed in accordance with the laws of the State of California and the United States of America, without regard to its conflict of law principles.

② To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms and Conditions (each "Dispute" and collectively, the “Disputes”) brought by either you or Cramify Team (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

③ If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved through binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website: www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If your claim for damages does not exceed $10,000, we will pay your share of arbitration fees unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose as determined pursuant to Federal Rule of Civil Procedure 11(b). The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Seoul, Republic of Korea. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

④ If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the Seoul Central District Court in the Republic of Korea, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such court.

⑤ The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

⑥ If this provision (i.e., Article 11) is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

12. DISCLAIMER

THE WEBSITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE WEBSITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE WEBSITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

13. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR 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 US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

14. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Input; (2) use of the Services; (3) breach of these Terms and Conditions; (4) any breach of your representations and warranties set forth in these Terms and Conditions; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Website with whom you connected via the Website. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

15. MISCELLANEOUS

These Terms and Conditions and any policies or operating rules posted by us on the Website constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision. These Terms and Conditions operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms and Conditions is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the Website. You agree that these Terms and Conditions will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and Conditions and the lack of signing by the parties hereto to execute these Terms and Conditions.

See past Terms & Conditions