Terms of Use

WEBSITE AND MOBILE APPLICATION
TERMS OF USE

Welcome to the website of 1happylife, LLC, an Arizona limited liability company (the "Company," "us," "our" or "we"). These terms of use (the "Terms of Use") govern your access to and use of www.1happylife.com (the "Site"), and the services and tools (including, but not limited to, any mobile and other software applications downloaded from this Site, the Apple App Store, Android Market or obtained elsewhere, related to the Site (collectively, the "Services"). The Site and Services are intended to provide a private community for an extended family (a "Family Community") to communicate with its individual Family Community members. To access the Site or Services, or some of the resources they offer, such as creating a private Family Community, you may be asked to provide certain registration details or other information in order to become a member ("Member"). Each Family Community has one Primary Parent Account Member. Each Primary Parent Account Member can manage their Family Community, including adding and eliminating Members. We will send you email notification each time someone is added or removed from your Family Community.

Please read the Terms of Use carefully before you start use of this Site or the Services. Please email us with any questions or comments about these Terms of Use or the Privacy Policy at admin@1happylife.com.

IF YOU ARE UNDER 18 YEARS OF AGE, PLEASE BE SURE TO READ THESE TERMS OF USE, THE ACCOUNT MEMBER AGREEMENTS AND PRIVACY POLICY WITH YOUR PARENTS OR GUARDIAN AND ASK QUESTIONS ABOUT THINGS YOU DO NOT UNDERSTAND. FURTHER, YOU MAY NOT USE THE SITE OR SERVICES WITHOUT THE CONSENT OF YOUR PARENTS OR GUARDIAN. If you are under the age of eighteen (18), references to "you", "your" and the like in these Terms of Use refer to you and your parent.

NOTICE REGARDING DISPUTE RESOLUTION: These Terms of Use and the Privacy Policy contain provisions that govern the resolution of claims between you and Company. They also include an agreement to arbitrate, which will, with limited exception, require you to submit claims you have against us to binding and final arbitration. Unless you opt-out, you will only be able to pursue claims against the Company on an individual basis, not as part of any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

1. Privacy Policy

   1happylife is concerned about the safety and privacy of all users, particularly children, of this Site and the Services. Please read our Privacy Policy, which is an important part of these Terms of Use. All information we collect is subject to our Privacy Policy, and by using the Site or Services you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. You further understand that any information collected by Company may be transferred to the United States and/or other countries for storage, processing and use by Company and its affiliates.

2. Acceptance and Modification of the Terms of Use.

   By accessing or using the Site or Services, or by clicking to accept or agree to the Terms of Use when this option is made available, you acknowledge that you have read, understand, and agree, without limitation or qualification, to be bound and abide by the Terms of Use, which includes our Privacy Policy incorporated herein by reference. If you do not wish to agree to the Terms of Use or Privacy Policy, you must not access or use the Site or Services.

   We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective as of the date indicated on the new version and apply to all access to and use of the Site and Services thereafter. Your continued use of the Site or Services following the posting of changes means that you accept and agree to such changes. We will send email notification to Members of any changes. However, it is your responsibility to check these Terms of Use periodically for changes, as these changes are binding on you.

3. Access and License.

   Subject to these Terms of Use (including the Account Member Agreements and Privacy Policy), we hereby grant you a personal, non-exclusive, non-transferable, revocable license to access our Site and use the Services (the "License"). You may not reproduce, duplicate, copy, sell, resell or commercially exploit for any purposes, any portion of, use of, or access to the Site or Services. In the unlikely event you fail to comply with these Terms of Use, we may terminate the License without notice and you will no longer be permitted to use the Services or access the Site.

   If we become aware of possible violations of these Terms of Use, we may initiate an investigation that may include gathering information from you or any user involved and the examination of other material. We may suspend the provision of our Services temporarily, or we may permanently remove the material involved from our servers, cancel posts, provide warnings to you, or suspend or terminate your access to our Site. We will determine what action will be taken in response to a violation at our sole discretion. We will fully cooperate with law enforcement authorities in investigating suspected lawbreakers.

4. Member Registration Policy, Member Types, Account Security and Account Termination.

   Depending on your category of membership, you will have different access and use rights within your Family Community. We provide information about our current membership categories on the Site. You acknowledge that we may add, modify and/or eliminate categories of membership at any time. We will send email notification to Members of any changes to our current membership categories.

   It is a condition of your use of the Site and Services as a Member that you (i) provide correct, current and complete information about yourself and your Family Community Members as prompted by the registration form for the Site or Services (such information being the "Registration Data") and (ii) maintain and promptly update the Registration Data to keep it correct, current and complete. You represent and warrant that you have all permissions and rights necessary to receive, use, transmit and disclose all Registration Data, including personal information of others that you may disclose as a Primary Parent Account Member.

   You agree that all information you provide to register as a Member or otherwise, including without limitation through any interactive features of this Site or the Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. You further agree that Company may provide any and all notices, statements, and other communications to you through email to the email address provided in the Registration Data.

   If you create, or are provided with, a user name, password or any other information as part of our security procedures, you agree to treat such information as confidential, and that you will not disclose such information to any other person or entity. You further agree that your account is personal to you and that you will not provide any other person access to this Site or the Services, or any portions of the same, using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

   We have the right to disable any Member account, user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use, the identifier is inappropriate (such as when a trademark owner complains about a user name that does not closely relate to a user's actual name). If we disable your Member account, user name, password or other identifier, before using the Site or Services again (including before attempting to register as a Member again), you must contact us and obtain our prior written authorization to resume use of the Site or Services. You may submit such a request here.

   Regardless of your type of membership, you have the right to terminate your Member account at any time, you may do so here. In addition, Each Primary Parent Account Member for your Family Community has the ability to terminate your Member account at any time in such Primary Parent Account Member's sole discretion for any or no reason, without notice to you. If your Member account is terminated by a Primary Parent Account Member for your Family Community, we will send you email notification.

5. Member Accounts for Children 13 and Under Require Parent Verification

   The Children's Online Privacy Protection Act ("COPPA") governs information gathered online from or about children 13 and under. If you are 13 or under, you may not use the Site or Services without the consent of your parent or legal guardian ("Parent"). 1happylife requires verification of a Parent Member prior to an account being created for a child who is 13 or under (a "Child Member" and such child under 13 a "child" or "children"). If parental verification is not complete or successful the child's account will not be activated and the child will not have access to those areas of the site that require account membership. Parent Members hereby acknowledge and agree that they have read and accepted these Terms of Use (including the Account Member Agreements and Privacy Policy), completed the parent verification and are fully able and competent to enter into this legal agreement.

6. Convicted Sex Offenders

   Convicted sex offenders are not allowed to use the Site or Services. If you've encountered a Member that may be a convicted sex offender, please report the Member to us. Please make sure you provide one of the following with your report:

   -A link to a listing in a national sex offender registry

   -A link to an online news article

   -A link to a court document

   -Documentation verifying the report attached to the sex offender report form

   If you aren't able to include this with your report, we recommend that you ask a local law enforcement representative to contact us so we can take action on your report. Once we're able to verify someone's status as a sex offender, we immediately disable the Member's account and delete all the information associated with it from the Site and Service.

7. Payment Terms

   In order to use access certain resources offered on the Site or by the Services (collectively, the "For Fee Services"), you may be required to pay certain fees (collectively, the "Fees"). Your Member account, which may start with a free trial, will continue at your regular payment interval (i.e. month-to-month or yearly) unless and until you cancel your For Fee Services or we terminate your Member account. You must provide us with a current, valid, accepted method of payment (as such may be updated from time to time, "Payment Method") to continue to use the For Fee Services. We will bill the Fees at your regular payment interval to your Payment Method. You must cancel your membership before it renews in order to avoid billing of the next payment interval’s Fees to your Payment Method.

   Information on our current Fees is provided on the site. ALL FEES ARE PAYABLE IN ADVANCE, IRREVOCABLE AND NON-REFUNDABLE. THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. Fees are based on the For Fee Services purchased, not on actual usage. By starting your For Fee Services, you authorize us to charge to your Payment Method in advance the Fees at the then current rate, and any other charges you may incur in connection with your use of the For Fee Services. You acknowledge that the amount billed each payment interval may vary from payment interval to payment interval for reasons that may include differing amounts due to promotional offers and/or changing or adding For Fee Services, and you authorize us to charge your Payment Method for such varying amounts, which may be billed in your payment interval one or more times.

   From time to time, we may provide special discounted Fees if you choose to sign up for specific For Fee Services plans. We reserve the right to modify, terminate or otherwise amend our offered For Fee Services plans. If we do make changes to our For Fee Services plans, we will email notice to our Members in advance of implementing such changes.

8. Links to Third Party Sites and Services Offered Thru Third Party Sites.

   The Site or Services may contain links to third party websites ("Linked Sites"). We do not control these Linked Sites and are not responsible for the content of, stability of or any transmission from any Linked Site. Company provides these links to you only as a convenience and the inclusion of any link does not imply endorsement by Company or any association with the link's operators, or guarantee that the content contains accurate information. We recommend you review the privacy statements and terms of use posted at any Linked Sites.

   You may obtain from 1happylife a mobile or other software application from a third party websites (the "Third Parties"), such as the Apple App Store and Android Market. You acknowledge that these Terms of Use are solely between 1happylife and you, not with any Third Parties; such Third Parties have no obligation to you with regard to your use of the Site or Services; and that all claims, losses, liabilities, damages, costs or expenses which you suffer that are attributable to your use of the Site or Services, whether based in contract, tort, product liability claims, consumer protection claims or otherwise, shall be 1happylife's sole responsibility (subject to the limitations of liability and dispute resolution provisions of these Terms of Use). You further acknowledge that Third Parties may have usage rules which apply or all applications obtained from such Third Parties websites and/or terms of service for the Third Parties websites (collectively, the "Third Parties Terms"). You agree to comply at all times with such Third Parties Terms.

9. User Feedback.

   1happylife welcomes and encourages your feedback, but please do not submit any proprietary or confidential information, suggestions or materials via email, the Site, the Service or any other method. By submitting opinions, suggestions, feedback, and/or proposals through the Site or Service, or through any other communication with 1happylife, you acknowledge and agree that: (A) the suggestions or feedback you provide will not contain confidential or proprietary information; (B) 1happylife is not under any obligation of confidentiality, express or implied, with respect to the suggestions and feedback you provide; (C) 1happylife shall be entitled to use or disclose (or choose not to use or disclose) the suggestions and feedback you provide for any purpose, in any way, in any media worldwide; (D) 1happylife may have similar ideas to the suggestions and feedback you provide already under consideration or in development; (E) the suggestions and feedback you provide will automatically become the property of 1happylife without any obligation of 1happylife to you and you hereby assign all of your rights in the suggestions and feedback to 1happylife; (F) you are not entitled to any compensation or reimbursement of any kind from 1happylife under any circumstances, and (G) you will not submit any materials that you do not have the right to make available under any law or contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements). You expressly agree that you will solely bear any liability related to your submission of these materials through the Site or Service or to 1happylife.

10. Intellectual Property Rights; Content; Copyright Infringement Notification Process.

    9.1 Intellectual Property Rights. The products and services offered on or through the Site and Services, as well as their selection and arrangement, are protected by intellectual property rights (the "Intellectual Property Rights"), and any unauthorized use of the Site and Services may violate such Intellectual Property Rights laws and these Terms of Use. Company and its licensors own all right, title and interest to the Intellectual Property Rights of the products and services offered on or through the Site and Services. These Terms of Use do not convey or transfer any ownership rights to you. The trademarks, logos and service marks displayed on the Site or Services, including without limitation ONEHAPPYLIFE and 1HAPPYLIFE, are the property of Company or other third parties. You are not permitted to use these marks without the prior written consent of Company or such third party that may own the marks. You may not remove or obscure any copyright notice or other proprietary notices contained on the Site or any products or services retrieved through the Site.

    9.2 Your Content. The Site and Services may allow or require you to post data, text, pictures, videos, recordings or other materials and information that will be accessible by visitors to the Site or users of the Services ("Public Content"), or that will only be accessible by you or those designated by you ("Private Content") (Public Content and Private Content, collectively referred to as "Your Content"). You represent and warrant that you have all permissions and rights necessary to receive, use, transmit and disclose all of Your Content. As between you and Company, you remain the sole owner of and solely responsible for Your Content. Company does not claim ownership of any of Your Content, but by submitting Your Content, you hereby grant Company a nonexclusive, worldwide, royalty-free, fully paid up, right and license to link to, reproduce, distribute, adapt, promote, display, and sublicense Your Content, including without limitation using Your Content in marketing materials for Company. This license ends when you delete Your Content or your Member account unless Your Content has been shared with others, and they have not deleted it. When you delete Your Content, it is deleted in a manner similar to emptying the recycle bin on a computer. However, you understand that deleted Your Content may persist in backup copies for a reasonable period of time. Company does not endorse, guarantee, or assume any responsibility, obligation or liability relating to Your Content, including without limitation liability for third-party claims against users of the Site or Services for defamation, libel, slander, infringement, invasion of privacy, violation of publicity rights, obscenity, pornography, profanity, fraud or misrepresentation. Company reserves the right to remove any of Your Content at any time, with no obligation to notify you of the removal. Publication of any of Your Content is at the sole discretion of Company.

    9.3 Ability to Share Your Content. Your Family Community's Primary Parent Account Member is responsible for setting what rights each Member of your Family Community have to share Private Content between other Members of your Family Community. When you log into your Member account, you will also be presented with additional information on how you may share Private Content.

    9.4. Prohibited Conduct to Protect Your Safety and Other's Rights. We work to keep the Site and Services safe, but we cannot guarantee it. The Family Communities are intended to be private, but safety is a group effort. Therefore, while using the Site or Services, you agree that you will not upload, post, email, transmit or otherwise make available any Public Content or Private Content that: (i) is unlawful, harmful, misleading, malicious, bullying, intimidating, threatening, abusive, harassing, tortious, inciting violence, infringing, defamatory, vulgar, obscene, pornographic, contains nudity or graphic or gratuitous violence, libelous, invasive of another's privacy, hateful, or is racially, ethnically or otherwise objectionable; (ii) creates a risk of harm, loss, or damage to any person or property or a risk of physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to yourself, to any other person, or to any animal; (iii) seeks to harm or exploit minors in any way, including, but not limited to, by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) violates, or encourages any conduct that violates laws or regulations or contains any information or content that is illegal; or (v) infringes any third party’s intellectual property rights, privacy rights, publicity rights, or other personal or proprietary rights or contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships.

    9.5 Other Prohibited Conduct. While using the Site and Services, you agree not to engage in any of the following prohibited activities: (i) use, display, mirror or frame the Site or Services, any individual element within the Site or Services, the Company name, trademark, logo or other proprietary information, or the layout and design of any page, without our express written consent; (ii) access the Site or Services by any means other than through the interface provided by Company and as otherwise expressly authorized under these Terms of Use; (iii) access, tamper with, or use non-public areas of the Site or Services, our computer systems, or the technical delivery systems of our providers; (iv) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Company or any of our providers or any other third party (including another user) to protect the Site or Services; (v) forge headers or otherwise manipulate identifiers in order to disguise the origin of any of Your Content transmitted through the Site or Services; (vi) attempt to access or search the Site or Services or scrape or download any user content from the Site or Services, or otherwise use or upload content to, or create new links, reposts, or referrals in the Site or Services through the use of any engine, software, tool, agent, device or mechanism (including automated scripts, spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Company or other generally available third party web browsers; (vii) send or post onto the Site or Services any unsolicited or unauthorized spam, advertising messages, promotional materials, email, junk mail, chain letters or other form of solicitation; (viii) use any meta tags or other hidden text or metadata utilizing the Site or Services or a Company trademark, logo, or URL without Company's express written consent; (ix) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services; (x) interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending or posting a virus, overloading, flooding, spamming, or mail-bombing the Site or Services; (xi) reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose any portion of the Site or Services (including your account) or your access to or use of the Site or Services; (xii) collect or store any personally identifiable information from other members of the Service without their express permission; (xiii) stalk or otherwise harass another person or entity; (xiv) impersonate or misrepresent your affiliation with any person or entity; (xv) violate any applicable law or regulation; or (xvi) encourage or enable any other individual to do any of the activities prohibited in these Terms of Use.

    9.6 Transmission of Your Content. "Your Content" also includes Registration Data, business and financial information, electronic transmissions and all other data of any kind contained within emails or otherwise submitted by you or entered electronically in the course of your use of the Site or Services. You understand that the technical processing and transmission of Your Content (including the possible transmission of Your Content outside its country of origin) may be necessary to your use of the products and services offered on or through the Site or Services and consent to Company's interception and storage of Your Content. You understand that you or Company may be transmitting Your Content over the Internet, and over various networks, only part of which may be owned and/or operated by Company. You agree that Company is not responsible for any portions of Your Content that are lost, altered, intercepted or stored without authorization during the transmission of Your Content across networks not owned and/or operated by Company.

    9.7 Copyright Infringement Notification Process. Company abides by the Federal Digital Millennium Copyright Act ("DMCA"). If you believe that any content included on the Site is your proprietary work and has been copied in a way that constitutes an infringement of your copyrights in that work, please immediately notify Company of any such copyright or other Intellectual Property Rights infringement. Similarly, if you believe that your Content has been inappropriately removed, you may send a counter-notification. In either case, your written notice should be sent to our designated agent as follows:

    DMCA Complaints

    1happylife, LLC

    P.O. Box 51193

    Fax: 1-877-673-1152

    Telephone: 480 331-4787

    Email: admin@1happylife.com

    Please also note that under the DMCA, any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability. All reports and inquiries will be kept confidential, except to the extent necessary to investigate any alleged violation and enforce the terms and conditions of these Terms of Use. Before sending either a copyright infringement notification or counter-notification, you may wish to contact a lawyer to better understand your rights and obligations under the DMCA and other applicable laws. The following notice requirements are intended to comply with Company's rights and obligations under the DMCA and do not constitute legal advice. Company will remove the infringing content, subject to the procedures outlined in the DMCA.

    9.6.1 Copyright Infringement Notification. To file a copyright infringement notification with us, you will need to send a written communication that includes substantially the following (please consult your legal counsel or see Section 512(c)(3) of the Copyright Act to confirm these requirements):

    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 at a single online site are covered by a single notification, a representative list of such works at that site.
    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 the service provider to locate the material. Providing URLs is the best way to help us locate content quickly.
    4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail 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.
    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.

    9.6.2 Counter-Notification. If Your Content has been taken down, you may elect to send us a counter notice. To be effective your counter notice must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):

    1. A physical or electronic signature of the subscriber.
    2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
    3. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
    4. The subscriber's name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
11. Disclaimer of Warranties/Limitation of Liability

    THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, COMPANY AND ITS PARENTS, SUBSIDIARIES, PARTNERS, AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS AND LICENSORS (COLLECTIVELY, THE "COMPANY PARTIES") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY PARTIES DO NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE OR SERVERS THAT MAKE THE SITE AND SERVICES AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY PRODUCT DESCRIPTIONS OR DEPICTIONS, OR OTHER CONTENT OFFERED AS PART OF THE SERVICE, ARE ACCURATE, RELIABLE, CURRENT OR COMPLETE.

    YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK. IF YOU DOWNLOAD ANY CONTENT FROM THE SITE OR SERVICES, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT THROUGH THE SITE OR SERVICES. WE RESERVE THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE SITE OR SERVICES OR ANY FEATURE OR PART THEREOF AT ANY TIME. THE COMPANY PARTIES ASSUME NO RESPONSIBILITY FOR THE DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT OR PERSONALIZATION SETTINGS.

    YOU UNDERSTAND AND AGREE THAT THE COMPANY PARTIES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF A COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR USE OR ACCESS OF, OR INABILITY TO USE OR ACCESS, THE SITE OR SERVICES. YOU UNDERSTAND AND AGREE THAT THE COMPANY PARTIES AGGREGATE LIABILITY TO YOU RESULTING FROM YOUR USE OR ACCESS OF, OR INABILITY TO USE OR ACCESS, THE SITE OR SERVICES, WILL NOT EXCEED THE GREATER OF ONE HUNDRED ($1000) DOLLARS OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATIONS OR EXCLUSIONS OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, THE COMPANY PARTIES' LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

12. Indemnification.

    You agree to indemnify, defend and hold harmless the Company Parties from and against all losses, expenses, damages and costs, including reasonable attorney's fees, resulting from any violation of these Terms of Use (including the Account Member Agreements and Privacy Policy) by you or any other actions connected with your use of the Site or Services, including without limitation if anyone brings a claim against the Company Parties related to your actions, Your Content or any other information on the Site or Services. Your indemnification obligations include claims arising out of any of Your Content, as well as any claims arising out of acts or omissions by your employees or agents, and any other person or entity who gains access to the Company's products or services through your name either with your permission or as a result of your failure to use reasonable security measures.

13. Injunctive Relief.

    Your breach of these Terms of Use may result in immediate and irreparable harm to us, for which there may be no adequate remedy at law, and, therefore, you agree that we are entitled to equitable relief to compel you to cease and desist all unauthorized use, evaluation and/or disclosure of information obtained through the Site or Services, which is in addition to any other remedies available at law or in equity.

14. Arbitration Agreement and Waiver of Class Action.

    You acknowledge the Disputes, Arbitration and Waiver of Class Action section of the Privacy Policy is part of these Terms of Use and shall apply to any and all claims or disputes related in any way to your use of the Site or Services.

15. No Waiver; Severability.

    A waiver of any breach of any provision of these Terms of Use shall not be deemed to be a waiver of any repetition of such breach or in any manner affect any other terms or conditions of these Terms of Use. We do not waive any rights by the failure to enforce this policy in every instance in which it might apply. In the event that any provision of these Terms of Use is held to be unenforceable, it will not affect the validity or enforceability of the remaining provisions and will be replaced by an enforceable provision that is the closest to the intention underlying the unenforceable provision.

16. Assignability.

    We may assign our rights and delegate our duties under these Terms of Use either in whole or in part at any time without notice. You may not assign, sublicense or otherwise transfer your rights or obligations, in whole or in part, under these Terms of Use to anyone else without our prior written consent.

17. Relationship.

    This Agreement does not establish any relationship of partnership, joint venture, employment, franchise or agency between you and us.