Terms of Use for Participants

Last updated: June 2022

Welcome to Let’s Do This! SBAR Endurance Inc, SBAR Endurance Ltd, and its affiliates, properties and property owners (collectively, “Let’s Do This”, “our”, “us”, or “we”), provide an online marketplace for multi-participant endurance events (the “Platform”) taking place all over the world (“Events”). We require that all individuals interested in participating in Events and any end user of our website and mobile applications (each, a “Participant,” “you”, or “your”) adhere to the following terms and conditions of use (as they are amended from time to time) (these “Participant Terms”).

These Participant Terms govern your access to and use of our services and any content or information contained or used therein, including by accessing our website at www.letsdothis.com (the “Site”), the Let’s Do This applications for web, tablet, mobile and other smart devices (each, an “App”), our social media channels and other platforms, the Platform, the Registration Service (as defined below), any communications sent by us or a third party on our behalf about an Event or otherwise, and any other website pages on which services are provided by us (collectively, the “Services”).

Please read these terms carefully before using the services. These Terms contain dispute resolution provisions that require you to Submit to arbitration, which may significantly affect your legal Rights, including your right to file a lawsuit in court. By using The services, you are agreeing to comply with these terms. If you Do not agree to be bound by these terms, do not use the services.

By accessing and using the Services, you agree, on your own behalf and on behalf of any corporation or other legal entity that you represent or for which you access the Services, to be bound by and comply with these Terms, which may be updated from time to time, and to comply with all applicable laws and regulations.

Our Privacy Policy, Cookies Policy, and any other policies, rules, or guidelines that may be applicable to particular offers or features on the Site or are related to the Services are also incorporated into the Terms.

Separate terms and conditions apply to organizers of Events (each, an “Event Organizer”).

Changes to these Terms and the Services
1. Without your consent, we may change these Participant Terms at any time, and all such changes are effective immediately upon notice, which we may give by any means, including, but not limited to, by posting a revised version of these Participant Terms on our Site, App, or other notice on the Services.
2. You should view these Terms often to stay informed of changes that may affect you.
3. Your use of the Services after the effective date of any changes constitutes your continuing agreement to be bound by these Participant Terms, as they are amended from time to time.
4. We expressly reserve the right to make any changes to the Services that we deem appropriate from time to time.
Using Our Services
1. This is a contract between you and us. If you are citizen or resident of the United States, this contract is between you and SBAR Endurance Inc. If you are non-U.S. resident, this contract is between you and SBAR Endurance Ltd.
2. You must read and agree to these Terms before using the Service. You must be at least 18 years of age to use our Service. By use of these Services you confirm that you are at least 18 years of age, and, that you agree to be bound by these Terms. The Services is not available to any Participants we have previously removed from the Service.
3. You acknowledge that we are providing access to the Services on a temporary basis and reserve the right to withdraw or amend access at any time without notice to you and without requiring your prior consent. You accept that the Services is available on an “as is” and “as available” basis.
4. You are only permitted to use the Services for personal, non-commercial purposes. This permission exists only so long as you strictly comply with each of the provisions set out in these Terms, including, but not limited to the terms and conditions in Section 4 below.
5. You are solely responsible for your interactions with other Participants or users of the Platform. We reserve the right, but have no obligation, to monitor disputes between you and other Participants. We will have no liability for your interactions with other Participants, or for any Participant’s action or inaction.
Intellectual property on our platform, site, apps, and LDT Content; ownership of LDT content.
1. In the course of providing the Services, we may display and grant you permission to access various sources of information, including but not limited to text, data, databases, editorial content, graphics, design elements, images, photographs, registered and unregistered trademarks, logos, Services marks, videos, sound recordings, audio and visual clips, logos, software, opportunities, features, services, and other materials within the Services credits that may be applied or used in connection with specified Events (all such materials, and any compilation, collection, or arrangement thereof, the “LDT Content”).
2. Your access to any of LDT Content and other Your Content displayed on the Services permitted in accordance with, and subject to your compliance with, these Terms, including, but not limited to, Section 5 below.
3. We own, or, where applicable, we have lawfully licensed from third parties, all rights, title, and interest in and to the Services and LDT Content (excluding Your Content (as defined below)).
4. The Services and LDT Content constitute valuable proprietary information that is protected by applicable intellectual property and other proprietary rights, laws, and treaties of the United States and other countries, and that you acquire no ownership interest by accessing or using the Services or LDT Content. Such intellectual property rights may include, but are not limited to, copyrights, trademarks and Services marks, trade dress, and trade secrets, and all such rights are the property of Let’s Do This or our licensors and LDT Content providers.
5. All LDT Content is provided to you via limited license right governed by these Terms (as well as any additional terms you enter with us, including but not limited to terms governing Referral Programs), which is made available at our sole discretion. LDT Content (including any credits contained therein) is not redeemable for any cash or monetary value at any time.
Restrictions on access to and use of our services and LDT Content.
1. Exceeding the scope of the use and access permission granted to you herein constitutes unauthorized reproduction, display, or creation of unauthorized derivative versions of the Services or LDT Content, and infringes our copyrights, trademarks, patents, and other rights in the Services or LDT Content.
2. None of the LDT Content may be copied, reproduced, transmitted, stored, sold or distributed without our prior written consent or that of the relevant licensor (where relevant). You may store or print LDT Content for personal use only.
3. You must not, and must not attempt to:
  1. use, or cause others to use, any automated system or software to extract LDT Content or data from the Services;
  2. interfere with, or disrupt, our Services or any servers or networks connected to the Services, including but not limited to by transmitting any worms, viruses, malware, spyware or any other code of a destructive, malicious or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any page of the Services are rendered or displayed in a Participant’s browser or device;
  3. access our Services via any unauthorized means, including but not limited to, automated devices, scripts, bots, spiders, crawlers or scrapers (except for standard search engine technologies);
  4. restrict another Participant of our Services from using or enjoying them;
  5. encourage or facilitate the breach of these Terms by others;
  6. use our Services for any illegal or unauthorized purpose; or
  7. change, modify, adapt or alter the Services, or change, modify or alter another website or platform so as to inaccurately imply an association with our Services or with us.
Your Content
1. As part of the Services, Participants may be able to submit materials or information for publication on the Services (for example for use in their profile or as feedback on an Event (“Your Content”)). Your Content must meet the guidelines in Section 6 below.
2. We may (but are not obligated to) moderate Your Content before or after it is uploaded into the Services. We may remove or refuse to upload any Your Content which does not, in our sole discretion, comply with the guidelines in Section 6 below.
3. We take no responsibility and assume no liability for any Your Content that you post, send, or otherwise make available over the Services. You will be solely responsible for Your Content and the consequences of posting, publishing, sharing, or otherwise making it available on the Services, and you agree that we are only acting as a passive conduit for your online distribution and publication of Your Content. You understand and agree that you may be exposed to other Your Content or third-party content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that we will not be liable for any damages you allege to incur as a result of or relating to any such content.
4. We make no guarantee that Your Content will be kept on the Services for any length of time, and we reserve the right to remove Your Content at any time as we see fit. You are urged to keep back-up copies of any of Your Content submitted to us. The Services should not be used as your primary method to store or curate copies of your information, images, videos or text, as Your Content may be removed permanently from the Services at any time, and we may not keep copies of Your Content.
Acceptable Content Guidelines
1. Your Content must be true, accurate and not misleading.
2. Your Content must not breach any third party rights anywhere in the world. We appreciate that you may not be an expert in intellectual property or privacy rights, but by way of example:
3. Your Content must:
4. By uploading, submitting, posting, displaying, providing, or otherwise making available Your Content on the Services, you hereby grant us an irrevocable, non-exclusive, royalty-free, perpetual, sublicensable, transferable, worldwide license to display, reproduce, modify, translate, distribute, publicly perform, publicly display, and make derivative works of all Your Content and your name, voice, and/or likeness as contained therein, in whole or in part, without restriction and in any form, media or technology, whether now known or hereafter developed, including by way of example for commercial purposes in any media formats and through any media channels.
5. For the avoidance of doubt, any other media channel not owned by us (including but not limited to social media platforms that we use or connect to) (each, a “Third Party Platform”) will have other terms which apply to Your Content. You are responsible for familiarizing yourself, accepting and complying with the terms of any such Third Party Platforms.
Signing up for an account with us
1. You may need to register an account with us and become a Participant in order to access and use certain services and functionality of the Services (the “Registration Service”).
2. When registering for an account, you confirm that:
3. To create an account with us you can choose to link an existing account you have with any number of third parties including but not limited to Strava, Google, Apple, or Facebook. If you don’t have an existing account with one of those third parties, you can register for an account by providing us with certain personal information and creating a username and password. We handle all personal information in a manner consistent with our Privacy Policy, available at: [Insert link to Privacy Policy].
4. When creating your account, you must provide accurate and complete information, and you must keep this information up to date. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You are solely responsible for the activity that occurs on your account.
5. You are responsible for maintaining the confidentiality of your username and password. If you believe someone has accessed your account or used our Services using your username and password without your authorization, you must inform us immediately so that we can suspend your account and you must set up a new account. We will not be liable for any losses caused by any unauthorized use of your account.
6. When registering an account, we may ask you to select certain options indicating your preferences with regard to certain Events. We will then use this information to send you (with your consent) communications which we think are most relevant for you. You can change your preferences at any time by adjusting the preference settings on your account. Note that any changes you make to your preferences may not have immediate effect.
7. You may never use another Participant’s account without that Participant’s permission.
Registration Service
1. Event Registration Process
Signing-up others

For some Events you may be permitted to enroll or register friends, family, colleagues or other persons for who you have authority to sign up to the Event and/or buy Additional Products for (“Other Participants”). If you enroll Other Participants for an Event using the Event Registration Process you are confirming that:

you have authority from all Other Participants to enroll them in an Event and to provide their Registration Information;
you have provided all Other Participants with the Event Terms and they accept the Event Terms;
all Other Participants agree that we, the Event Organizer or Ticket Seller may contact them in relation to the Event and/or Additional Products, and (as applicable) in accordance with the Event Terms; and
you will take responsibility for all Other Participants’ compliance with the Event Terms.

Your “Order” will consist of all registrations you submit to us (whether for you and/or any Other Participants) and/or any Additional Products that you select during the Event Registration Process.
Once you have provided the relevant Registration Information and indicated your agreement to the relevant Event Terms, we may act (and you hereby authorize us, on your behalf and as your agent), to submit your Order to the Event Organizer or Ticket Seller (as applicable). This includes (but is not limited to) authorizing us to do the following on your behalf:

submit the relevant Registration Information (for you and any Other Participants) to the Event Organizer or Ticket Seller as applicable;
submit an order for any Additional Products you have selected;
accept the Event Terms; and
liaise directly with the Event Organizer in respect of the Event.

Payment
1. During the Event Registration Process, we will notify you of the cost of your Order (including but not limited to any booking fees, payment processing fees, and other fees as may be notified to you) (the “Price”).
2. Payment of the Price via the Services must be made by one of the payment methods made available by the Services at that time. By submitting your credit or debit card details or, when available, your other payment details (such as for example, Apple Pay or PayPal) (your “Payment Method”) you are representing that you are the card holder of the Payment Method, or are expressly authorized to use such Payment Method.
3. In order to submit an Order on your behalf, you must pay the full Price directly to us using your selected Payment Method. Before we submit an Order on your behalf, we will either need to take full payment of the Price or obtain an irrevocable pre-authorization from your Payment Method for the full Price. Once the Event Organizer or its Ticket Seller has confirmed your Order (or any part of it) a binding contract will be formed between you and the Event Organizer or their Ticket Seller, as applicable. Any refunds owed to you in connection with the Event will be subject to any relevant Event Terms.
4. We reserve the right to cancel any Order in the event that we identify any error or inaccuracy in the description of an Event or its Price. In such event, we will cancel such an Order and will process any applicable refund in a manner consistent with the relevant Event Terms.
Our obligations
1. Once you have completed the Event Registration Process and we have received the Price, we will:
2. submit the Order to the Event Organizer or Ticket Seller (as applicable); and
3. send a confirmation of the acceptance of the Order as soon as practicable following the Event Organizer or Ticket Seller’s confirmation of receipt.
4. We are acting solely as an intermediary between you and the Event Organizer regarding the Event, and the completion of the Event Registration Process does not provide any guarantee that you or any Other Participants will be able to participate in such Event or that Additional Products will be supplied. Only once we have submitted your Order and received a confirmation email from the relevant Event Organizer or Ticket Seller that your Order (or any part of your Order) has been accepted will a binding contract be formed between you and the Event Organizer or Ticket Seller (as applicable). As soon as practicable we will communicate this to you. If your Order or any part of it is rejected by an Event Organizer or Ticket Seller (as applicable) we will refund to you the relevant amount of the Price, or, if we have only taken an irrevocable pre-authorization from your Payment Method, we will cancel the relevant part of the pre-authorization and only take payment in respect of any elements of your Order which have been accepted.
5. We may promote or refer to some Events for which the relevant Event Organizer has not signed up as an Event Organizer with us, and for which we cannot therefore offer our Registration Service. If you want to sign up for those Events, we will direct you to their website. We have no responsibility for these third party websites.
Referral Program.
We may offer referral programs whereby you receive the opportunity to earn credits or cash incentives to use in connection with the Services for certain expressly identified Events (each, a “Referral Program”). Participation in any Referral Program is subject to our Referral Program Terms of Use (“Referral Terms”) located at Referral Terms which are a part of and hereby incorporated into these Terms by reference. Please refer to the Referral Terms with respect to your eligibility and participation in any Referral Programs.
If you breach these terms
1. If you are in breach of, or we suspect you are in breach of, these Terms then we may:
  1. issue a warning;
  2. effect an immediate, temporary or permanent withdrawal of your access to the Service;
  3. refuse to submit an Order which we have not yet submitted to an Event Organizer or relevant Ticket Seller on your behalf;
  4. revoke an Order which we have submitted to an Event Organizer or relevant Ticket Seller on your behalf or on behalf of an Event Organizer;
  5. take legal action against you; or
  6. disclose such information to law enforcement authorities as we reasonably feel is necessary.
2. The actions described above in this Section are not limited or exhaustive and we reserve the right to take any other action we reasonably deem appropriate.
Termination
1. In addition to the rights above in Section 10, we may terminate your access to any or all of the Services at any time, without notice, for any reason, including without limitation, breach of these Terms.
2. We may immediately deactivate or delete your account and all related LDT or Your Content and files related to your account and/or bar any further access to such files or the Services.
3. All provisions of these Terms that by their nature should survive termination of your right to use the Services will survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, and intellectual property protections).
Disclaimer of warranties and limitation of liability
1. Disclaimer of Warranties
  1. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND LDT CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT WARRANT THAT ANY LDT OR YOUR CONTENT ON THE SERVICES IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES IS FREE OF VIRUSES, ERRORS OR OTHER HARMFUL COMPONENTS. ANY LDT OR YOUR CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.
  2. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICES ADVERTISED OR OFFERED BY A THIRD PARTY (OR ORGANIZER) THROUGH THE SERVICES, ALL OF WHICH ARE AVAILABLE “AS-IS” AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. SOME EVENTS MAY CARRY INHERENT RISK, SUCH AS ILLNESS, BODILY INJURY, DISABILITY, OR DEATH, AND YOU FREELY AND WILLFULLY ASSUME THOSE RISKS BY CHOOSING TO PARTICIPATE IN THOSE EVENTS.
2. Limitation on Liability
  1. IN NO EVENT WILL WE, OUR AFFILIATES, OUR LICENSORS, OR OUR EVENT ORGANIZERS, SUPPLIERS, ADVERTISERS, AND SPONSORS (and each of our and their respective officers, directors, employees, agents, legal representatives and sub-contractors), BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE (as permitted by applicable law), OR CONSEQUENTIAL DAMAGES OF ANY TYPE, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, USE, DATA, OR OPPORTUNITY, INTANGIBLE LOSSES OR THE COST OF SUBSTITUTE SERVICES, AND ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, LDT OR YOUR CONTENT, OR ANY PRODUCT OR SERVICES PURCHASED THROUGH THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM IS BASED UPON ANY CONTRACT, TORT, OR OTHER LEGAL OR EQUITABLE THEORY. WITHOUT LIMITING THE FOREGOING, WE WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR (a) ANY FAILURE OF ANOTHER Participant OF THE SITE TO CONFORM TO THE TERMS, (b) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, WHETHER ARISING IN CONTRACT OR IN TORT, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES, (c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS (OR THIRD PARTY SERVICES) AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (d) ANY BUGS, VIRUSES, WORMS, TROJAN HORSES, DEFECTS, DATE BOMBS, TIME BOMBS, OR OTHER ITEMS OF A DESTRUCTIVE NATURE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITE, OR (e) ANY ERRORS, MISTAKES, INACCURACIES, OR OMISSIONS IN ANY CONTENT. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE OR SERVICES IS TO STOP USING THE SITE OR SERVICES. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR AGGREGATE LIABILITY ARISING OUT OF THE TERMS OR OUT OF OR IN CONNECTION WITH THE USE OF THE SITE WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS.
  3. You acknowledge and agree that the information contained on the Services is for information purposes only and does not constitute advice. You should check any information on the Services and use your own judgment before doing or not doing anything on the basis of what you see.
  4. You acknowledge that as part of the Services we may recommend certain Events for you. These recommendations are based on the preferences you have selected as part of your account and are not based on your actual level of fitness. You are therefore responsible for determining whether you are able to compete in any Event (whether or not we have recommended it) and we will not be responsible if you compete in an Event which is beyond your capability.
  5. We are not the Event Organizer of the Events and have no control over the Event organization. We will not be liable to you for any injury, damage or loss you suffer as part of you participating in the Event or otherwise in connection with Event (including any breach by the Event Organizer or Ticket Seller of the relevant Event Terms).
Indemnity
You agree to defend, indemnify and hold us and our subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Services or any Events, including any of Your or LDT Content transmitted or received by you; (ii) your violation of any term of these Terms, including without limitation your breach of any of the representations and warranties herein; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (v) Your Content or any content that is submitted via your account, including without limitation misleading, false, or inaccurate information; and (vi) your gross negligence and willful misconduct. We reserve the right to take exclusive control and defense of any claim, and you will cooperate fully with us in asserting any available defenses.
Links to third party websites.
The Services may include links to third party websites that are controlled and maintained by others. We strongly encourage you to become familiar with the terms of use and practices of any linked website. Your use of other websites is at your own risk, and is subject to the terms of those websites.
Transfer of Rights and Obligations
1. You may not transfer, assign, charge or otherwise dispose of any rights or obligations arising under it or in connection with these Terms, without our prior written consent. Any attempted transfer, assignment, charge or other disposal in violation hereof will be null and void.
2. You agree that we may, without restriction, transfer, assign, charge or otherwise dispose of any rights, licenses or obligations arising under it or in connection with these Terms.
Relationship of Parties
No independent contractor, agency, partnership, joint venture or other such relationship is created by these Terms.These Terms do not confer any rights, remedies, or benefits upon any person other than you.
Governing Law
1. If you are based in the United States, these Terms and any claim or dispute arising out of or relating to these Terms or their subject matter will be governed by and construed exclusively in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules, except as otherwise provided in Section 18.
2. If you are based outside the United States, these Terms and any claim or dispute arising out of or relating to these Terms or their subject matter will be governed by the laws of England and Wales, except as otherwise provided in Section 18.
Copyright Infringement
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify our copyright agent. You must provide the following information in writing:
1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Service;
4. Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and e-mail address;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
6. A statement made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.The above information must be submitted as follows:
Attn: Copyright Infringement Notice
[ENTITY]
Address: [Insert]
Tel.: [Insert]
Email: copyright@letsdothis.com
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES. Please note that this procedure is exclusively for notifying us and our affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. For residents of California, the provider of services is set forth herein.
Dispute resolution; mandatory arbitration agreement and Class Action waiver
1. WE AND YOU MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY CLAIM OR DISPUTE AGAINST EACH OTHER ON AN INDIVIDUAL BASIS IN ARBITRATION, EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS SECTION 18 (“ARBITRATION AGREEMENT”). THIS WILL PROHIBIT YOU AND US FROM BRINGING ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDINGS AGAINST EACH OTHER, AND THE PARTIES MUTUALLY WAIVE ANY RIGHTS TO BRING SUCH ACTIONS.
2. We are available by email at [NOTICE EMAIL FOR DISPUTES] to address any concerns you may have regarding the Services or these Terms. Most concerns may be quickly resolved in this manner. We and you agree to use commercially reasonable efforts to address and resolve any dispute, claim, question or disagreement directly through consultation and good faith negotiations which will be a precondition to either party initiating a lawsuit or arbitration.
  If the parties do not reach an agreed upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated pursuant to the Section above, then either party may initiate binding arbitration.
3. Notwithstanding any other provision in these Terms, this Arbitration Agreement will not require arbitration of the following types of claims: (i) small claims actions brought on an individual basis that are within the scope of such small claims court’s jurisdiction, (ii) injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation or violation of a party’s confidentiality rights or copyrights, trademarks, trade secrets, patents or other intellectual property rights, and (iii) claims that may not be subject to arbitration as a matter of generally applicable law.
4. If you are based in the United States, the following dispute procedures apply to you:
  1. All claims arising out of or relating to these Terms (including their formation, construction, validity, interpretation, performance and enforceability), the parties’ relationship with each other and/or the Services or LDT or Your Content will be finally settled by binding arbitration administered by the American Arbitration Association (the “AAA”) on a confidential basis in accordance with the provisions of its Commercial Arbitration Rules then in effect“”, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state or local court or agency, will have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including but not limited to any claim that all or any part of these Terms is void or voidable. The arbitrator will be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”) will govern its interpretation and enforcement.
  2. THE AAA’S RULES GOVERNING THE ARBITRATION MAY BE ACCESSED AT WWW.ADR.ORG OR IF YOU ARE IN THE U.S. BY CALLING THE AAA AT 1.800.778.7879. EACH PARTY WILL BE RESPONSIBLE FOR ITS OWN FEES AND COSTS IN CONNECTION WITH THE ARBITRATION. YOU ARE RESPONSIBLE FOR YOUR OWN ATTORNEYS’ FEES; WE WILL NOT PAY ANY ATTORNEYS’ FEES UNLESS ORDERED TO DO SO BY THE ARBITRATOR. FOR THE AVOIDANCE OF DOUBT, IN CASES WHERE A STATUTE GIVES YOU THE RIGHT TO RECOVER ATTORNEYS’ FEES IF YOU PREVAIL, THE ARBITRATOR MAY AWARD ATTORNEYS’ FEES PURSUANT TO THAT STATUTE.
  3. THE PARTIES UNDERSTAND THAT, ABSENT THIS MANDATORY PROVISION, THEY WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. THEY FURTHER UNDERSTAND THAT, IN SOME INSTANCES, THE COSTS OF ARBITRATION COULD EXCEED THE COSTS OF LITIGATION AND THE RIGHT TO DISCOVERY MAY BE MORE LIMITED IN ARBITRATION THAT IN COURT.
5. A party that seeks to initiate arbitration must provide the other party with a written Demand for Arbitration, as specified in the AAA Rules. The arbitration will be overseen by one (1) arbitrator, who will be either (1) a retired judge or (2) an attorney licensed in the state of Colorado, selected by the parties (or appointed by AAA if the parties cannot agree) from AAA’s roster of commercial dispute arbitrators. Unless the parties otherwise agree, the arbitration will be conducted in Colorado, and claims that do not exceed $10,000 will be conducted solely on the basis of documents submitted by the parties.
6. CLASS ACTION AND CLASS ARBITRATION WAIVER. THE PARTIES FURTHER AGREE THAT ANY ARBITRATION WILL BE CONDUCTED IN THEIR INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS ACTION OR OTHER COLLECTIVE OR REPRESENTATIVE ACTION, AND THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT PRESIDE OVER ANY FORM OF CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING AND MAY ONLY PROVIDE RELIEF IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM.
7. In the event that any provisions of this Section are found to be invalid or unenforceable for any reason, (a) the unenforceable or invalid provision will be severed from this Arbitration Agreement, (b) the remainder of the Arbitration Agreement will be given full force and effect, and (c) severance of the unenforceable or invalid provision will have no impact on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis; provided that severance will not result in severing the Class Action and Class Arbitration Waiver in Section 18(D)(v) in any manner that permits mass arbitration, to which the parties expressly do not consent.
8. If you are based outside of the United States, the following dispute procedures apply to you:
  1. CLASS ACTION WAIVER. To the fullest extent permitted by applicable law, the parties acknowledge and agree that each is waiving the right to bring a class, collective, representative, or consolidated proceeding against each other.
  2. Subject to the exceptions in Section 18(C), if you have a claim or dispute against us arising out of or in connection with these Terms, including any question regarding its existence, breach, termination, enforcement, interpretation or validity, the parties will first refer the dispute to proceedings under the International Chamber of Commerce (“ICC”) Mediation Rules.
  3. If the dispute has not been settled pursuant to the paragraph above within 60 days following the filing of a request for mediation under the ICC Mediation Rules or within such other period as the parties may agree in writing, such dispute will thereafter be finally settled under the Rules of Arbitration of the ICC by one arbitrator appointed in accordance with the said Rules, which hare incorporated by reference into this clause.
  4. Unless the parties stipulate otherwise, there will be one arbitrator (to be appointed by the ICC), the arbitration will take place in London, England, and the arbitration will be conducted in English.
Notices
1. All notices given by you to us must be given to the following:
2. We will provide notice to you via the Site or at either the email or postal address you provide to us when you set up your account.
3. Notice will be considered properly delivered at the time when we post it on the Site, 24 hours after an email is sent, or three days after the date of sending a letter or delivering via nationally recognized overnight courier, provided in each case that delivery in fact is effected. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to, and received by, the specified email address of the addressee.
Miscellaneous
If any term of these Terms are found by any court or arbitrator to be void or otherwise unenforceable, the remainder of these Terms will remain valid and enforceable as though such term were absent upon the date of the execution of these Terms. Headings are for reference purposes only and do not limit the scope or extent of such section. Any failure by you or us to enforce any provision of these Terms will not constitute a waiver of such provision or of any other provision of these Terms. Except as otherwise expressly provided in these Terms, there will be no third-party beneficiaries to these Terms. These Terms and our Privacy Policy constitute the entire agreement between you and us and govern your use of the Services, superseding any prior agreements between you and us with respect to the Services. No joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or your access to and use of the Services. You are responsible for obtaining access to the Services, and that access may involve third-party fees (such as Internet service provider or airtime charges). In addition, you must provide and are responsible for all equipment necessary to access the Services. Your rights and duties under these Terms are not assignable by you without our written consent and any prohibited assignment is null and void. These Terms will inure to the benefit of, and are intended to be enforceable by, the parties and their respective successors and assigns. Any provision of these Terms that imposes or contemplates continuing obligations on you or us will survive the expiration or termination of these Terms.

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