Terms of Services and End User License Agreement
ARBITRATION NOTICE: Please be advised that these Terms contain an arbitration clause. You and Company agree that any dispute between us will be resolved by mandatory binding arbitration and you and Company waive any right to participate in a class action lawsuit or class wide arbitration.
1. Who Can Use Our Services
By using the Services, you state that: (i) you are at least 18 years old; (ii) you can form a binding contract with Company; (iii) you are not a person who is barred from receiving our Services under the laws of the United States or any other applicable jurisdiction –i.e., you do not appear on the U.S. Treasury Department’s list of Specially Designated Nationals or face any other similar prohibition; and (iv) you will comply with and agree to all of these Terms and all applicable local, state, national, and international laws, rules and regulations. If you are using our Services on behalf of a business or some other entity, you state that you are authorized to grant all powers and interests set forth in these Terms and to agree to these Terms on behalf of the business or entity. If we have previously prohibited you from accessing the Services, you are not permitted to access or use the Services.
Your online use/account accessed through https://niveofficial.com/ (“Online Use/Account”) encompasses the services touching upon the main purpose and function of this website for Artist, which is to display news, photos, videos, links, other music, content, information and/or merchandise related to the Artist, as provided by Company in its discretion.
3. Online Use/Account
3.1 Registration of Online Use/Account.
In order to use any of our Services, you must first by providing your name, an e-mail address, password, and other requested information and affirm your acceptance of this Agreement. We may, in our sole discretion, refuse to allow you to online access or to establish an Online Account, or limit the number of Online Use/Accounts and/or purchases that a single user may establish, maintain and/or make at any time.
3.2 Identity Verification.
You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Online Use/Account. You are also solely responsible for any and all activities that occur under Your Online Use/Account or Your User Information. You must notify us immediately, via email to email@example.com, of any suspected or actual unauthorized use of Your Online Use/Account or your information or Online Use/Account information, and of any and all other security breaches.
We will not be liable for any loss, damages, liability, expenses or lawyers’ fees that you may incur as a result of someone else using your Online Use/Account, either with or without your knowledge and/or authorization, and regardless of whether you have or have not advised us of such unauthorized use. You will be liable for losses, damages, liability, expenses and lawyers’ fees incurred by us or a third party due to someone else using your Online Use/Account.
We reserve the right to limit, block, suspend, or terminate your Online Use/Account in whole or in part or to refuse services to you, without notice to you, at any time and for any or no reason. Without limiting the above, if you are a repeat copyright infringer, we will, in appropriate circumstances, permanently terminate your Online Use/Account.
3.3 Data Collection.
In order to use any of our Services and/or the Company Site or Company App, you agree to allow us to monitor, track and/or record your Online Use/Account activity with Company, including, without limitation, viewing history, purchase history, payment card /account information, refund/exchange history and other transactions related to your Online Use/Account and/or use of Company services and/or sites.
3.4 Advertisements and Third Party Messages.
You are responsible for any activity that occurs in your Online Use/Account. Please select a strong password that you don’t use for any other account, if applicable. By using our Services, you agree that, in addition to exercising common sense: you will not create more than one account for yourself; you will not create another account if we have already disabled your Online Use/Account, unless you have our written permission to do so; you will not buy, sell, rent or lease access to your Online Use/Account without our written permission; you will not share your password; you will not log in or attempt to access our Services through unauthorized third-party applications or clients. If you think that someone has gained access to your Online Use/Account, please immediately reach out to Company Support.
4. Sound Files
4.1 In General.
Through the Company website and applications designated for use of certain purchase services (“Company Site(s)”), we intend to provide users with the ability to purchase certain sound and music related files that we have made available for previewing, streaming, download and/or purchase.
We intend for each user to be able to create and register an account with Company Sites so that users are able to input, save, and/or view certain personal information, including, without limitation, basic profile information, payment information, purchase transaction history, preview history, refund history, and other transaction related items concerns user’s activity and history on the Company Sites. For avoidance of doubt, Company in no way makes any representation or warranty as to the truth, completeness, and/or accuracy of any information input, saved and/or provided therewith.
4.2 Company Transactions.
Company processes transactions according to the instructions received from its users. You should verify all transaction information prior to submitting instructions to Company. A transaction is not complete while it is in a pending state. Funds associated with transactions that are in a pending state will be designated accordingly, and will not be included in your Online Use/Account balance or be available to conduct transactions. Company may charge certain fees to process a Company Transaction on your behalf. Company will calculate the applicable fee in its discretion, although Company will always notify you of the applicable fee at or before the time you authorize the transaction. Company reserves the right to delay any Company Transaction if it perceives a risk of fraud or illegal activity.
4.3. Transactions and Refunds.
Company has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or sell. Company is not responsible in the event of any error regarding any transaction that you make although Company shall make reasonable efforts to provide assistance regarding your specific written request, be it, including, without limitation, providing download links or troubleshooting certain queries, or in the alternative, provide you a refund, in its discretion according to its posted refund policy, which it may amend and/or update at any time in its discretion without notice.
4.4 Products, Services and Operation of Protocols.
By using our Services and underlying platforms, you acknowledge and agree (i) that Company makes no guarantee of the products (including, but not limited to, official sales of merchandise) and services provided by Company Sites; (ii) that Company makes no guarantee of their protocols’ functionality, security, or availability, including that of any Company Sites; and (iii) that the underlying protocols are subject to sudden changes in operating rules (a/k/a “forks”), and that such forks may affect your use and/or experience of our Services. In the event of a fork, you agree that Company may temporarily suspend Company operations (with or without advance notice to you) and that Company may, in its sole discretion, decide whether or not to support (or cease supporting) either branch of the forked protocol entirely. You acknowledge and agree that Company assumes absolutely no responsibility whatsoever in respect of an unsupported branch of a forked protocol.
5. General Use, Prohibited Use, and Termination
5.1. Limited License.
We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the Company Site and Company App, and related content, materials, information, including, without limitation, products and/or services you purchased, used and/or acquired in relation therewith (collectively, the "Content") solely for approved, limited purposes as permitted by Company from time to time. Any other use of the Company Site, Company App or Content is expressly prohibited and all other right, title, and interest in the Company Site, Company App or Content is exclusively the property of Company and its licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. " https://niveofficial.com/", "NIve", and all logos related to Artist, 153 Entertainment Group LLC, Company Services or displayed on the Company Site or Company App are either trademarks or registered marks of Company or its licensors. You may not copy, imitate or use them without Company's prior written consent.
5.2. Website Accuracy.
Although we intend to provide accurate and timely information on the Company Site and Company App, the Company Site and Company App (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Company Site or Company App are your sole responsibility and we shall have no liability for such decisions. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third party sites accessible or linked to the Company Site.
5.3. Third-Party Applications.
If, to the extent permitted by Company from time to time, you grant express permission to a third party to access or connect to your Online Use/Account, either through the third party's product or service or through the Company Site, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party with access to your Online Use/Account. Further, you acknowledge and agree that you will not hold Company responsible for, and will indemnify Company from, any liability arising out of or related to any act or omission of any third party with access to your Online Use/Account. You may change or remove permissions granted by you to third parties with respect to your Online Use/Account at any time through the Account Settings (Integrations) page on the Company Site.
5.4. Prohibited Use.
In connection with your use of the Company Services, and your interactions with other users, and third parties you agree and represent you will not engage in any unlawful or illegal activity concerning our products or services. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your Online Use/Account and/or block/cancel transactions immediately and without notice if we determine, in our sole discretion, that your Online Use/Account is associated with an unlawful or illegal purpose.
5.5. Transactions Limits.
The use of all Company Services may be subject to a limit on the amount of transactions you may make in a given period (e.g., daily). Your transaction limits may vary depending on many factors in our discretion.
5.6. Suspension, Termination, and Cancellation.
Company may: (a) suspend, restrict, or terminate your access to any or all of the Company Services, and/or (b) deactivate or cancel your Online Use/Account if:
- We are so required by a facially valid subpoena, court order, or binding order of a government authority; or
- We reasonably suspect you of using your Online Use/Account in connection with an unlawful or illegal activity or purpose; or
- Use of your Online Use/Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Online Use/Account activity; or
- Our service partners are unable to support your use; or
- You take any action that Company deems as circumventing Company's controls, including, but not limited to, opening multiple Online Use/Accounts or abusing promotions which Company may offer from time to time.
You authorize us to cancel or suspend any pending transactions when your Online Use/Account has been canceled or terminated.
5.7. Relationship of the Parties.
Company is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and Company to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or Company to be treated as the agent of the other.
5.8. Privacy of Others; Marketing.
If you receive information about another user through the Company Services, you must keep the information confidential and only use it in connection with the Company Services. You may not disclose or distribute a user's information to a third party or use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user's express consent to do so.
5.9. Password Security; Contact Information.
You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, or any other codes that you use to access the Company Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your Online Use/Account by third-parties and the loss or theft of any items held in your Online Use/Account and any associated accounts. You are responsible for keeping your email address and telephone number up to date in your Online Use/Account Profile in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to compromise of account login credentials. In the event you believe your Online Use/Account information has been compromised, contact Company Support immediately.
5.10. Unclaimed Property.
If Company is holding certain items in your Online Use/Account, and Company is unable to contact you and has no record of your use of the Services for several years, applicable law may require Company to report these items as unclaimed property to the applicable jurisdiction. If this occurs, Company will try to locate you at the address shown in our records, but if Company is unable to locate you, it may be required to deliver any such items to the applicable state or jurisdiction as unclaimed property. Company reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed items, as permitted by applicable law.
6. Rights We Grant You
Company grants you a personal, worldwide, non-assignable, nonexclusive, revocable, and non-sublicensable license to access and use our Services. This license is for the sole purpose of letting you use our Services in a way that these Terms allow. Any software that we provide you may automatically download and install upgrades, updates, or other new features. You may not copy, modify, distribute, sell, or lease any part of our Services, nor may you reverse engineer or attempt to extract the source code of that software, unless applicable laws prohibit these restrictions or you have our written permission to do so.
If you choose to stop your subscription to any of our newsletters, you agree to confirm your cancellation with us by contacting us.
7. Rights You Grant us
Certain features of the Services may allow you to post, upload, transmit or submit certain materials, content, questions, photographs, reviews, designs, concepts, inventions, feedback, information or ideas to the Services (“Your Content”). You may not post, upload, transmit or submit to the Services any of Your Content that you did not create or that you did not have express written permission to post. You acknowledge and agree that you are solely responsible for Your Content. We cannot be responsible for maintaining Your Content.
While we encourage you to share Your Content through the Services, we wish to avoid any potential misunderstandings or disputes that may arise from the limited use that we or other users of the Services may make of any of content that you choose to share (including, without limitation, ideas or suggestions for new creative work, sound recordings, musical compositions or videos) (collectively the “Submissions”), or if our content or business activities seem similar to any such ideas or suggestions. When you share submissions through the Services, you represent and warrant (a) that you have the right to disclose the Submissions, (b) that the Submissions do not violate the rights of any other person or entity, and (c) that the Submissions do not contain the confidential or proprietary information of any third party or parties. By sharing your Submissions, you further agree that we are under no obligation of confidentiality, express or implied, with respect to the Submissions and grant to us and our affiliates a non-exclusive worldwide, fully paid-up, royalty-free, unrestricted, perpetual, irrevocable, and fully transferable, assignable, and sub-licensable (through multiple tiers) rights and license to copy, reproduce, edit, modify, distribute, stream, broadcast, transmit, display, perform, publish, sell, license, transfer, adapt, create derivative works from, and otherwise use or exploit your Submissions, for any purpose that we may choose, in and through any means of media, whether now existing or subsequently developed, and without any compensation to, or any approval by, you or any third party, and waive and agree to assert any and all author’s rights, “droits morales” and “moral rights.” If you do not wish to grant the foregoing right and license, please do not share, submit, or post any Submissions on or through any of the Services. In the interest of clarity, this section shall survive any termination of Your Online Use/Account or the Services.
8. Content of Others
Some of the content or information provided when using our Services may be produced by users and other third parties. Whether that content is posted publicly or sent privately, the content or information is the sole responsibility of the person or organization that submitted it. Although Company reserves the right to remove any content or information that violates these Terms, we do not necessarily review all of it. Therefore, we do not take responsibility for any other content that others provide through our Services.
9. Respecting Other People’s Rights
Company respects the rights of others. You may not upload, post, send or store content or information that: violates or infringes someone else’s rights of publicity, privacy, copyright, trademark or other intellectual property right; bullies, harasses or intimidates; defames; or spams or solicits Company users. You must also respect Company rights. These Terms do not grant you any right to: use branding, logos, designs, photographs, audio, recordings, videos or any other materials used in our Services except as explicitly allowed by these Terms or our Services; copy, archive, download, upload, distribute, syndicate, broadcast, perform, display, make available, or otherwise use any portion of our Services or the content on our Services except as set forth in these Terms or as our Services allow; use our Services or any content on our Services for any commercial purposes without our consent. In short: You may not use our Services or the content on our Services in ways that are not authorized by these Terms. Nor may you help or enable anyone else in doing so.
10. Respecting Copyright
Company honors the requirements set forth in the Digital Millennium Copyright Act. We therefore take reasonable steps to expeditiously remove from our Services any infringing material that we become aware of. And if Company becomes aware that one of its users has repeatedly infringed copyrights, we will take reasonable steps without our power to terminate the user’s ability to access or use our Services. If you believe that anything on our Services infringes a copyright that you own or control, please file a notice with us at firstname.lastname@example.org. If you file a notice with our designated agent, it must comply with the requirements set forth at at 17 U.S.C. § 512(c)(3). That means the notice must: contain the physical or electronic signature of a person authorized to act on behalf of the copyright owner; identify the copyrighted work claimed to have been infringed; identify 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 let us locate the material; provide your contact information, including your address, telephone number, and an email address; provide a personal statement that you have a good-faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, is agent or the law; and provide a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
By using our Services, you agree that, where applicable to Company Sites and/or use therewith: you will not use our Services for any purpose that is illegal or prohibited in these Terms; you will not use any robot, spider, crawler, scraper, virtual SIMs or other automated means or interface to access our Services or extract other user’s information; you will not use or develop any third-party applications that interact with our Services or other users’ content or information without our written consent; you will not use our Services in a way that could interfered with, disrupt, negatively affect, or inhibit other users from fully enjoying our Services, or that could damage, disable, overburden, or impair the functioning of our Services; you will not use or attempt to use another user’s account, username or password without their permission; you will not solicit login credentials from another user; you will not post content that contains pornography, graphic violence, threats, hate speech or incitements to violence; you will not upload viruses or other malicious code or otherwise compromise the security of our Services; you will not attempt to circumvent any content-filtering techniques we employ, or attempt to access areas or features of our Services that you are not authorized to access; you will not probe, scan or test the vulnerability of our Services or any system or network; and you will not encourage or promote any activity that violates these Terms.
13. Computer Viruses.
We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from Company. Always log into your Online Use/Account through the Company App/Site, whichever is applicable, to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
14. Data Charges
You are responsible for any online or mobile charges that you may incur for using our Services, including, without limitation, Internet connection/usage, and mobile charges. If you’re unsure what those charges may be, you should ask your service provider before using our Services.
15. Modifying the Services and Termination
We may add or remove features, products, or functionalities, and we may also suspend or stop our Services altogether. We may take any of these actions at any time, and when we do, we may not provide with you any notice beforehand. Company may terminate these Terms with you at any time, for any reason, and without advanced notice. That means that we may stop providing with you any Services, or impose new or additional limits on your ability to use our Services. For example, we may deactivate your Online Use/Account due to prolonged inactivity or without any reason.
16. Release of Company; Indemnity
You release Company, its affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with disputes concerning the services and/or products you purchased by or through Company. You agree, to the extent permitted under applicable law, to indemnify, defend and hold harmless Company, our directors, officers, employees, and affiliates from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including attorneys’ fees) due to, arising out of, or relating in any way to: (a) your access to or use of or reliance on our Services or products; (b) your content; and (c) your breach of these Terms.
We try to keep our Services up and running and free of annoyances. But we make no promises that we will succeed. OUR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND TO THE EXTENT PERMITTED BY APPLICABLE LAW WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN ADDITION, WHILE Company ATTEMPTS TO PROVIDE A GOOD USER EXPERIENCE, WE DO NOT REPRESENT OR WARRANT THAT: (A) OUR SERVICES WILL ALWAYS BE SECURE, ERROR-FREE OR TIMELY; (B) OUR SERVICES WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPRTIONS ON IMPERFECTIONS; OR (C) THAT ANY Company CONTENT, USER CONTENT, OR INFORMATION YOU OBTAIN ON OR THROUGH OUR SERVICES WILL BE TIMELY OR ACCURATE. Company TAKES NO RESPONSBILITY AND ASSUMES NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THORUGH OUR SERVICES, IF SUCH SERVICES ARE PROVIDED AND ACCESSIBLE. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING OR OTHERWISE INAPPROPRIATE, NONE OF WHICH Company WILL BE RESPONSIBLE FOR.
18. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, Company AND OUR MANAGING MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY ACCESS OR USE OF OUR SERVICES; (B) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON OR THROUGH OUR SERVICES; (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR CONTENT, EVEN IF Company HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (D) YOUR CONTENT CREATED WITH, FROM OR THROUGH SOME PORTION OF OUR SERVICES. IN NO EVENT WILL Company’s AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO OUR SERVICES EXCEED THE GREATER OF $0.01 USD OR THE AMOUNT YOU PAID Company, IF ANY, IN THE LAST 12 MONTHS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECITON MAY NOT APPLY TO YOU.
19. Arbitration, Class Waiver and Jury Waiver
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY AS THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH Company, PREVENT YOU FROM FILING A LAWSUIT IN COURT, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
A. Applicability of Arbitration Agreement
This section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to all claims and disputes arising out of or relating to these Terms or the use of our Services that cannot be resolved by both parties’ best efforts to settle or in small claims court. All claims and disputes arising out of or relating to these Terms or the use of our Services that cannot be resolved by both parties’ best efforts to settle or in small claims court, will be resolved by binding arbitration on an individual basis, except that you and Company are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged use unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents.
B. Arbitration Rules
The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association (“AAA”). If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration will be conducted by a single neutral arbitrator. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
C. Additional Rules for Non-appearance Arbitration
If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.
D. Authority of the Arbitrator
The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of you and Company. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms. The arbitrator will issue a written award and statement of a decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you.
E. Waiver of Jury Trial
YOU AND Company WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Company are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Company over whether to vacate or enforce an arbitration award, YOU AND Company WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
F. Waiver of Class or Consolidated Actions
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this wavier of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolve in a court as set forth in Section 17.
No part of the procedures will be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order, or unless required by law. Notwithstanding the foregoing, no party will be prevented from submitting to a court of law any information needed to enforce this arbitration agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
H. Right to Waiver
Any rights and limitations set forth in this arbitration agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.
I. Arbitration Agreement Survival
This arbitration agreement will survive the termination of your relationship with Company.
22. Exclusive Venue
To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Company agree that all claims and disputes arising out of or relating to these Terms or the use of our Services will be litigated exclusively in the United States District Court for the Southern District of California. If, however, that court would lack original jurisdiction over the litigation, then all claims and disputes arising out of or relating to these Terms or the use of our Services will be litigated exclusively in the County Courts of Los Angeles, California. You and Company consent to the personal jurisdiction of both courts.
20. Choice of Law
Except to the extent they are preempted by U.S. federal law, the laws of California, other than its conflict-of-laws principles, govern these Terms and any disputes arising out of or relating to these Terms or their subject matter, including tort claims.
If any portion or provision of this agreement shall be held to be invalid or unenforceable for any reason or illegal, that portion shall be severed and the remainder of this agreement shall remain valid and enforceable between the parties. In such event, the Parties shall in good faith attempt to negotiate a substitute clause for any provision declared invalid or unenforceable, which substitute clause shall most nearly approximate the intent of the Parties in agreeing to such invalid provision, without itself being invalid or unenforceable.
22. Additional Terms for Specific Services
Given the breadth of our Services, we sometimes need to craft additional terms and conditions for specific Services. Those additional terms and conditions, which will be available with the relevant Services, then become part of your agreement with us if you use those Services.
23. Final Terms
Each party hereto acknowledges that this Terms of Service Agreement and End User License Agreement constitutes and contains the entire agreement and understanding of the parties concerning the subject matters hereof, Company and supersedes and replaces any prior agreements. These Terms do not create or confer any third-party beneficiary rights. If we do not enforce a provision in these Terms, it will not be considered a waiver. We reserve all rights not expressly granted to you. You may not transfer any of your rights or obligations under these Terms without our consent. These terms were written in English and to the extent the translated version of these Terms conflict with the English version, the English version will control. This Terms of Service Agreement and End User License Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and beneficiaries.
24. Contact Us
Company welcomes comments, questions, concerns or suggestions. Please send feedback to us by emailing email@example.com.