These Terms and Conditions (“Agreement”) are agreed to between Made for Me LLC (“Company”) and you, or, if you represent an entity or other organization, that entity or organization (in either case “You” or “Creator”).
Company offers an online platform known as krftr.com (the “Platform”) for the purpose of allowing people who love to create art to connect with people who love to buy art, as well as additional services, functionality, and resources made available through the Platform (“Services”). The Platform provides Users with the ability to locate artists (of which You are considered an artist) to commission custom artwork based on the criteria, terms, and conditions established between You and the User (“Artwork”). Company is in no way involved with the creation of Artwork, nor for the outcome of any Artwork commissioned between Users and You.
This Platform is the copyrighted property of Company or the copyrighted property of parties from whom Company has licensed such property. All rights in the Platform are reserved worldwide. It is strictly prohibited to retain, copy, distribute, publish, or use any portion of the Platform except as expressly allowed in these Terms and Conditions. Company reserves the right to add to, delete from, or modify any part of the Platform at any time without prior notice.
You acknowledge and agree that the Platform and all Services are available “as is” and you are under no obligation to accept proposals or services requested by any Users. Company makes no representations or warranties related to the Artwork You create. For the avoidance of doubt, Company disclaims any and all responsibility for the Artwork, and for your engagement with any User.
YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS AND SUITABILITY OF THE PLATFORM FOR YOU AND FOR USING THE PLATFORM BASED ON YOUR PARTICULAR CIRCUMSTANCES.
This Agreement is entered into as of the earliest date You first access or use the Platform (the “Effective Date”). This Agreement includes all terms and conditions below. This Agreement applies to the Platform, including all Services available through the Platform. This Agreement is the complete and exclusive agreement between You and Company regarding Your access to and use of the Platform or any Content (as defined below) or Services.
This Agreement supersedes any prior agreement or proposal, oral or written, and any other communications between You and Company relating to Your use of the Platform or any Content or Services.
PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCESSING OR USING THE PLATFORM, INCLUDING ANY CONTENT OR SERVICES, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THESE TERMS, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT.
Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States.
This Agreement will be effective upon the Effective Date and continue until such time as the Company or You terminate your use of the Platform.
Company reserves the right, at any time, to modify the Platform and any portion of the Content or Services, with or without notice to You, by making those modifications available on the Platform. Company also reserves the right, at any time, to modify the terms of this Agreement. Company will inform You of the presence of any changes to this Agreement by posting those changes on the Platform or by providing You with notice through the Platform. Any modifications will be effective 30 days following posting on the Platform or delivery of such notice through the Platform, except in the case of a legally required modification, which will be effective upon posting. You may terminate this Agreement as set forth below if you object to any such modifications; however, You will be deemed to have agreed to any and all modifications through Your continued use of the Platform, Content, or Services following such notice period.
The Platform and all Content and Services are intended for use by individuals 18 years of age and older. If You are not 18 years of age or older, You agree not to access or use the Platform or any Content or Services. You agree not to allow any individual under 18 years of age to access or use the Platform, regardless of whether You are the parent or guardian of that individual. In the event You are using the Platform on behalf of company or organization, You must have the requisite authority to bind such company or organization to the terms and conditions of this Agreement. Your use of the Platform acknowledges this requisite authority.
Accounts. Subject to the terms of this Agreement, You may be permitted to access certain Content and Services through the Platform without establishing an account on the Platform; however, access to the Platform generally requires that You register as a user of the Platform (a “User”) and establish a user account on the Platform (an “Account”). Approval of Your request to establish and maintain any Account will be at the sole discretion of Company.
Account IDs. You will be responsible for establishing and maintaining the user identification and password for Your Account (the “Account ID”). Each Account is for Your personal use and all Account IDs are personal in nature. Each Account ID may be used only by You alone. You may not share or transfer Your Account or Account ID or provide a third party with the right to access your Account or Account ID. You are solely responsible for all use of the Platform and all Content and Services through Your Account. You will ensure the security and confidentiality of Your Account ID and will notify Company immediately if Your Account ID is lost, stolen, or otherwise compromised. You are fully responsible for all liabilities and damages incurred through the use of Your Account or under Your Account ID (whether lawful or unlawful) and any actions taken through Your Account or under Your Account ID will be deemed to have been lawfully completed by You.
Account Information. In connection with establishing an Account, You will be asked to submit certain information about Yourself. You are solely responsible for the Account Information for Your Account. You agree that: (a) all Account Information You provide will be accurate, complete, and current; and (b) You will maintain and promptly update all Account Information as necessary to keep it accurate, complete, and current. You may not: (i) select or use an Account ID of another person with the intent to impersonate that person; and (ii) use an Account ID that Company, in its sole discretion, deems offensive.
Account Confirmation. You are solely responsible for confirming the set-up and configuration of Your account in all respects and for making all changes and updates thereto through this Agreement.
To the Platform. You may access the Platform by using the online application (or mobile application, at such time as it may exist) provided by and on behalf of Company (each, an “Application,” and forming a part of the “Platform” for purposes of this Agreement). Subject to Your compliance with this Agreement, Company will permit You to access and use the Platform solely for lawful purposes and only in accordance with the terms of this Agreement. You are solely responsible for obtaining and maintaining all equipment, facilities, and connectivity required to access or use the Platform or Application, in each case as necessary to meet Your requirements based on Your particular circumstances.
To Applications. Subject to Your compliance with this Agreement and any other terms and conditions accompanying each Application, Company will permit You to access, or download and install (if applicable) Applications and operate those Applications solely for the purpose of using and accessing the Platform. You may use or install each Application only on computers, smart phones, tablets, or other applicable devices owned or controlled by You and used only for Your own personal and non-commercial purposes in accordance with this Agreement and any applicable terms and conditions accompanying the Application or otherwise provided to You by Company. Except as expressly set forth in the previous sentence, You are granted no licenses or other rights in or to any Application. You agree not to use, modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit or utilize any Application other than as expressly permitted in this Agreement or any other agreement You are required to agree to before being given access to any Application.
To Content. You will be provided with access to a variety of content through the Platform, including, text, audio, video, photographs, maps, illustrations, graphics, and/or other data, information, and media (“Content”). Unless otherwise noted on the Platform, all Content is owned by Company and Company’s other third-party providers. All Content is provided for informational purposes only, and You are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for Your use. Subject to Your compliance with this Agreement, You may access the Content solely for Your own personal purposes in connection with Your use of the Platform. You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any Content; or (c) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with any Content. Company has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Content. Without limiting the foregoing, Company will not be held liable to You or any other third party for any Content, including Your Content (as defined below), under a Federal Law called the Communications Decency Act or CDA, 47 U.S.C. § 230. Except as set forth in this Agreement, You are granted no licenses or other rights in or to any Content, or any IPR (as defined below) therein or related thereto. If You would like to use any Content in a manner not permitted by this Agreement, please contact Company.
To Third-Party Services. The Platform may provide You with the choice to access certain Services developed, provided, or maintained by other third party service providers (each, a “Third Party Service”). In addition to the terms of this Agreement, Your access to and use of any Third Party Service is also subject to any other agreement You may agree to before being given access to the Third Party Service (each, a “Third Party Service Agreement”). The terms of any Third Party Service Agreement (which may include payment of additional fees) will apply to the applicable Third Party Services provided under that Third Party Service Agreement in addition to the terms of this Agreement but will not apply to any other Services You may access through the Platform. COMPANY TAKES NO RESPONSIBILITY FOR ANY THIRD PARTY SERVICE AND YOUR ACCESS TO AND USE OF ANY THIRD PARTY SERVICE IS SOLELY AS SPECIFIED IN EACH APPLICABLE THIRD PARTY AGREEMENT.
To Mobile Services. The Services offered through the Platform may include certain messaging and communications services available through Your mobile telephone and other mobile device (“Mobile Services”). By accessing or using any Mobile Services, You consent to receiving messages including Content through any applicable mobile device You specify through the Platform (“Mobile Device”) and to providing Content from Your Mobile Device to other Users through the Platform. As to any Mobile Device You use in connection with any Mobile Services, You acknowledge that You are the authorized account holder for that Mobile Device. All Mobile Services and the messages and Content received, provided, transmitted, exchanged, or otherwise made available through the Mobile Services are subject to each applicable Third Party Service Agreement with the third party service providers used by Company to deliver those Services.
Termination and Effect.
Termination by Company. This Agreement may be terminated by Company at any time, in Company’s sole discretion: (a) upon any breach or threatened breach by You of this Agreement; or (b) for any reason or no reason, upon notice to You.
Termination by Creator. You may terminate this Agreement upon thirty (30) days’ notice to Company; provided, however, such notice shall be extended until thirty (30) days after delivery of Artwork in the event any such engagements with Users are executory at the time Creator delivers notice. For the avoidance of doubt, Creator may not terminate this Agreement until Creator has fulfilled Creator’s promises to Users for delivery of Artwork.
Effect. Termination of this Agreement will terminate all of Your Accounts on the Platform. Upon termination or expiration of this Agreement (including any applicable subscription periods) except for your uncured breach of this Agreement, each of Your Accounts may be archived for a period of up to 30 days. Following such period, Company may thereafter forever delete Your Accounts and decide whether to keep Your Content active, delete, or archive any of Your Content in Company’s sole and absolute discretion. Upon termination or expiration of this Agreement for any reason: (a) all rights and subscriptions granted to You under this Agreement will terminate; (b) You will immediately cease all use of and access to the Platform, including all Content and Services; (c) You will immediately delete any Applications You have downloaded or installed prior to termination; and (d) You will immediately either return to Company or, at Company’s discretion, destroy any Content of Company and any other information related to this Agreement in Your possession or control.
Without limiting Company’s right to terminate this Agreement, Company may also suspend Your access to Your Account and the Platform or any Content or Services (including Your Content), with or without notice to You, upon any actual, threatened, or suspected breach of this Agreement or applicable Law or upon any other conduct deemed by Company, in its sole discretion, to be inappropriate or detrimental to the Platform, Company, or other User or third party.
The Platform, and the data, information, databases, software, hardware and other technology used by or on behalf of Company to operate the Platform, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of Company. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Agreement; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (3) use, support, or develop bots, scrapers, software, scripts, crawlers, browser plugins, robots, or other automated methods including human-powered automation through like farming or any other crowd-sourced methods to access, scrape, or copy any portion of the Technology, or to add or download data, or send or redirect information or messages; (4) alter, modify, reproduce, or create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance or functionality of the Technology; (9) interfere with the operation or hosting of the Technology; (10) capture screenshots or make impressions, reproductions, distributions or publications of any content contained within the Technology, such as images, logos, texts, recommendations, comments, and any other materials; or (11) perform any other action intended to circumvent the controls or access mechanisms within the Technology.
Company retains all right, title and interest, including, without limitation, all IPR (as defined below), in and to the Technology and any additions, improvements, updates and modifications thereto. You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your ability to access the Platform, under this Agreement. The Company name, logo, and all product and service names associated with the Platform are trademarks of Company and its providers and You are granted no right or license to use them. For purposes of this Agreement, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.
Contractual Relationship between Users and Creators.
Acceptance of Relationship. If a User and a Creator mutually agree to the delivery and acceptance of Artwork, such mutual agreement will form a contractual relationship directly between said User and the Creator. Company is not part of any contract between the User and Creator. Moreover, the formation of a contract between User and Creator will not create, under any circumstances, an employment relationship or other service relationship between Company and any Creator or a joint venture or company between Company and any User.
Creator’s Additional Contractual Terms. The Creator is free to require Users to consent to additional terms and conditions, provided any such terms and conditions do not contradict Company’s rights under this Agreement.
Delivery of Artwork. The Company is not responsible for the delivery of any Artwork, nor any disputes that may arise, between Users and Creators. Any such action must be made directly between Users and Creators.
Pricing Set by Creator. The Creator has sole discretion over the price of its Artwork, including taxes and additional costs, each of which will be properly informed to the User. Company reserves the right to collect a fee from Users or Creators for Artwork rendered to Users of the Platform.
Future Artwork. The Creator agrees that any requests for future Artwork from User shall be directed through the Platform, and not between User and Creator directly. Violation of this clause is subject to revocation of Creator’s ability to use the Platform.
- Option to Participate. Company offers an online service whereby artists can show their existing original art (“Existing Artwork”) to prospective purchasers and the general public in exchange for a fee in the event artists sell such artwork (“Live Showings”). Creator may be invited by Company to participate in one or more Live Showings, which Creator may decline if no Existing Artwork exists at the time or Creator is otherwise not interested. Participation in Live Showings is optional. If Creator agrees to participate, Creator shall enumerate to Company each piece(s) of Existing Artwork Creator intends to display during the Live Showings. Such Exiting Artwork will serve as the basis for compensation due to Company in the event Creator sells such Existing Artwork as a result of the Live Showings. Creator agrees to comply with all reasonable directions, requests, rules, and regulations of Company in connection with the Live Showings.
- Compensation. In the event Creator sells any of the Existing Artwork during the Live Showings or after the Live Showings to a buyer who contacts Creator as a result of the Live Showings, Creator agrees to remit ten percent (10%) of the purchase price to Company within ten (10) days of receipt of such payment. Such payment to Company is based on the total purchase price of the Existing Artwork itself and does not include a percentage for any shipping costs Creator might charge.
- Name and Likeness. Creator hereby grants to Company the right to use Creator’s name, image (live and still), voice, likeness and/or biography in connection with the production, exhibition, advertising and other exploitation of the Live Showings (including promotion prior to the Live Showings, during the Live Showings, and after the Live Showings) and all subsidiary and ancillary rights therein, in any and all media, including, without limitation, video recordings, soundtrack recordings derived from the Live Showings, so-called “making of” programs, print publications, or novelizations. For the avoidance of doubt, this includes Company’s ability to replay, broadcast, or perform Live Showings in the future at Company’s sole discretion.
- Custom Artwork. In the event a buyer contacts Creator for a custom piece of art, Creator will require the buyer to commission such artwork through the Platform.
- No Obligation to Proceed. Nothing herein contained shall in any way obligate Company to use Creator’s services hereunder, to include the results and proceeds of Creator’s services in the Live Showings or to produce, exhibit, advertise, or distribute the Live Showings.
- Representations and Warranties. Creator hereby represents and warrants that all Existing Artwork is the original work of Creator and that no third party has legal claim to any part of the Existing Artwork. Creator further represents and warrants that Creator will insure the shipping of Existing Artwork to any buyer at an amount reasonable under the circumstances. Creator further agrees to hold Company harmless for any losses that might occur as a result of selling Existing Artwork. Each Party represents and warrants to the other that the execution and performance of this Agreement does not and will not violate any other contract, obligation, or instrument to which it is a party, or that is binding upon it, including terms relating to covenants not to compete or confidentiality obligations. Company in no way represents or warranties that it has qualified any buyer or potential buyer. Any agreement to sell Existing Artwork is strictly between Creator and the buyer or prospective buyer.
- Indemnification. Creator agrees at all times to defend, indemnify, and hold Company, its parents, subsidiaries, affiliates, constituent corporations and its officers, directors, agents, successors, licensees, and assigns, harmless from and against any and all liabilities, losses, claims, demands, costs and expenses (including reasonable attorneys’ fees and costs, whether or not litigation is actually commenced) arising out of any breach of any representation, warranty, or agreement made by Creator under this Agreement. Creator agrees that Company shall have the sole right to control the legal defense against any such claims, demands, or litigation, including the right to select counsel of its choice and to compromise or settle any such claims, demands, or litigation.
Representations and Warranties.
Compliance with Laws. You acknowledge that (a) the Platform is a general purpose service and is not specifically designed to facilitate compliance with any specific Law; and (b) You will access and use the Platform, Services, and Content in compliance with all applicable Laws. Company is not responsible for notifying You of any such Law, enabling Your compliance with any such Law, or for Your failure to comply. You represent and warrant to Company that Your use of and access to the Platform, including any Content, will comply with all applicable Laws and will not cause Company itself or any other User to violate any applicable Laws, including, without limitation, the Health Insurance Portability and Accountability Act of 1996 or the Health Information Technology for Economic and Clinical Health (HITECH) Act (enacted as part of the American Recovery and Reinvestment Act of 2009).
No Warranties. THE PLATFORM, CONTENT, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY AND ITS AFFILIATES DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF THE PLATFORM OR ANY CONTENT OR SERVICES AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED IN THE CONTENT OR OTHER DATA, INFORMATION, OR CONTENT THAT MAY BE PROVIDED THROUGH THE PLATFORM. COMPANY AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PLATFORM, CONTENT, SERVICES AND OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY, ITS EMPLOYEES, AFFILIATES, OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.
No User Supervision. Company does not supervise, direct, control, or evaluate Users in any way and is not responsible for any services requested by Users. Company is not responsible for the quality or safety of Artwork, the qualifications, backgrounds, ability of any User, or the willingness of a User to accept Artwork satisfactorily.
You hereby agree to indemnify, defend, and hold harmless Company and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, Users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and against all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any and against all claim or allegation against any Indemnified Party arising in any manner from: (1) Your access to or use of the Platform, including any Content or Services; (2) Your content or any access to or use thereof; (3) any access to or use of Your Content by any other users; (4) Your collection, use and disclosure of any User Information, and (5) Your breach of any provision of this Agreement, including any representation or warranty. Company will provide You with notice of any such claim or allegation, and Company will have the right to participate in the defense of any such claim at its expense.
Limitation on Liability
COMPANY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE PLATFORM, CONTENT, OR SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF YOUR CONTENT, OPPORTUNITY, REVENUES, PROFITS OR REPUTATION, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE CONTENT, GOODS OR SERVICES. COMPANY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ALL CONTENT AND SERVICES PROVIDED UNDER THIS AGREEMENT OR THROUGH THE PLATFORM, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $10 OR, IN THE CASE OF YOU HAVING PAID FEES TO COMPANY TO ACCESS THE PLATFORM OR ANY CONTENT OR SERVICES, THE AMOUNTS PAID BY YOU TO COMPANY IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO ANY LIABILITY. YOU AGREE THAT COMPANY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, COMPANY’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Claims of Infringement
Company respects Your copyrights and other intellectual property rights and those of other third parties. If You believe in good faith that Your copyrighted work has been reproduced on the Platform without Your authorization in a way that constitutes copyright infringement, You may notify our designated copyright agent by mail to:
Made for Me LLC
Attn: Copyright Infringement Agent
9300 Conroy-Windermere Rd #3145
Windermere, FL 34786
Please provide the following information to Company’s Copyright Infringement Agent: (1) the identity of the infringed work, and of the allegedly infringing work; (2) Your name, address, daytime phone number, and email address, if available; (3) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (4) 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 owner; and (5) Your electronic or physical signature.
Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section. If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration rules of the American Arbitration Association (“AAA”) then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by Company in Orange County, Florida U.S.A. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator. The award of the arbitrators will require payment of the costs, fees, and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
NO CLASS ACTIONS
You may only bring individual claims. Under no circumstances are you allowed to bring a claim as a plaintiff or a class member in a class. Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceedings where someone acts in a representative capacity are not allowed. Any combining of individual proceedings must have the consent of all parties.
Governing Law and Venue
The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Florida U.S.A. as such laws apply to contracts between Florida residents performed entirely within Florida without regard to the conflict of laws provisions thereof. Subject to Section 19 (Disputes), each party will bring any action or proceeding arising from or relating to this Agreement exclusively in a federal court in the Middle District of Florida, U.S.A. or in state court in Orange County, Florida U.S.A., and You irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by Company.
Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to Company by postal mail to the address for Company listed on the Platform. Company may provide You with any notices required or allowed under this Agreement by sending You an email to any email address You provide to Company in connection with Your Account, provided that in the case of any notice applicable both to You and other Users of the Platform, Company may instead provide such notice by posting on the Platform. Notices provided to Company will be deemed given when actually received by Company. Notice provided to You will be deemed given 24 hours after posting to the Platform or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.
The Platform may contain links to third-party sites or Content that are not under the control of Company. If you access a third-party site or Content from the Platform, then you do so at your own risk and Company is not responsible for any content on any linked site or content. You may not frame or otherwise incorporate into another site the content or other materials on the Platform without prior written consent.
Unless otherwise amended as provided herein, this Agreement will exclusively govern Your access to and use of the Platform, including all Content and Services, and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Your access to and use of the Platform, including all Content and Services. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. All waivers by Company under this Agreement must be in writing or later acknowledged by Company in writing. Any waiver or failure by Company to enforce any provision of this Agreement on one occasion will not be deemed a waiver by Company of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with applicable Law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the applicable Law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal. Neither this Agreement nor any rights or obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of Company. Any assignment in violation of the foregoing will be null and void. Company may assign this Agreement to any party that assumes Company’s obligations hereunder. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Any reference herein to “including” will mean “including, without limitation.” Upon request from Company, You agree to provide Company with such documentation or records with respect to Your activities under this Agreement as may be reasonably requested for Company to verify Your compliance with the terms of this Agreement and all applicable Laws. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions), 8 (Termination and Effect), 11 (Ownership), 13 (Representations and Warranties), 14 (Disclaimers), 15 (Indemnity), 16 (Limitation on Liability), 17 (Data Privacy), 19 (Disputes), 20 (No Class Actions), 21 (Governing Law and Venue), 22 (Notices), and 24 (Additional Terms).