Terms of Service Agreement

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Welcome to TheInformation.com, the website and online service operated by Lessin Media Company (“The Information,” “Company,” “we,” or “us”). This page explains the terms by which you may use our online services, website, and software provided on or in connection with the service (collectively, the “Service”).

By accessing or using the Service, you agree to be bound by these Terms of Service and the policies it incorporates (the “Agreement”) and our collection and use of personal information as described in The Information’s Privacy Policy. This Agreement applies to all visitors, registered users, subscribers and others who access the Service (“users”). If you use the Service pursuant to an order form between The Information and a business (an “Order Form”), the Order Form may supplement or override certain provisions of this Agreement as it relates to your use through that business.

Please contact us at [email protected] or 251 Rhode Island Street, Suite 107 San Francisco, CA 94103 with any questions regarding this Agreement.

1. Use of our Service

Eligibility

You may use the Service only if you can form a binding contract with The Information, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 16 is strictly prohibited and in violation of this Agreement. The Service is not available to any users previously removed from the Service by The Information.

The Service

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service and access our Content, solely to the extent permitted by the features of the Service and your Subscription (if any). The Information reserves all rights not expressly granted herein in the Service and The Information’s Content (as defined below). The Information may terminate this license at any time for any reason or no reason.

Accounts

Your The Information account gives you access to the Service, your user profile and can be used to manage your Subscription.

Accounts are individual. Sharing accounts with multiple people, including people at the same company is strictly forbidden and may result in loss of Subscription without refund or the suspension or deletion of your account. We may maintain different types of accounts for different types of users.

When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. Choose a strong, unique password that is at least ten characters long. You must reset your password and notify The Information immediately of any breach of security or unauthorized use of your account. The Information will not be liable for any losses caused by any unauthorized use of your account.

You may control your user profile and how you interact with the Service by changing the settings in your settings page. By providing The Information your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. To opt out, use the unsubscribe methods in our emails or see our Privacy Policy.

Prohibited Use

You agree not to engage in any of the following prohibited activities:

• copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”;

• using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to The Information’s servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser

• transmitting spam, chain letters, or other unsolicited email;

• attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service;

• taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;

• uploading invalid data, viruses, worms, or other software agents through the Service;

• collecting or harvesting any personally identifiable information, including account names, from the Service;

• using the Service for any commercial solicitation purposes;

• impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;

• interfering with the proper working of the Service;

• accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or

• bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; or

• monetizing The Information content through advertising, subscriptions or other means; or

• using the service to develop any software, including, but not limited to, training a machine learning or artificial intelligence program.

We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.

You are solely responsible for your interactions with other users. We reserve the right, but have no obligation, to monitor disputes between you and other users. The Information shall have no liability for your interactions with other users, or for any user’s action or inaction.

2. Proprietary Rights

Our Proprietary Rights

The Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights and photographs (“Our Content”), and all Intellectual Property Rights related thereto, are the exclusive property of The Information and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform or display, publish, adapt, edit or create derivative works from any Our Content. Use of The Information’s Content for any purpose not expressly permitted by this Agreement is strictly prohibited.

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place The Information under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, The Information does not waive any rights to use similar or related ideas previously known to The Information, or developed by its employees, or obtained from sources other than you.

Your Content

Some areas of the Service allow users to post content such as profile information, comments, questions, images, and other content or information. Any content or information a user submits, posts, displays, links to, or otherwise makes available on the Service is referred to as “User Content.” By providing User Content, you grant us a non-exclusive, transferable, sub-licensable, royalty-free, and worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your User Content, subject to these Terms and the Privacy Policy. Your User Content remains yours; however, by sharing User Content through the Service, you agree to allow others to view, edit, and/or share your User Content in accordance with your settings and this Agreement. The Information has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service.

Your Responsibilities

What Not to Post.

You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, obscene, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current.

Respecting Others' Rights.

You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy.

User Content Representations and Warranties.

In connection with your User Content, you affirm, represent and warrant the following: (i) you have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use; (ii) your User Content and any use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights; (iii) The Information may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise; and (iv) to the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.

Your Conduct; Disclaimer.

The Information takes no responsibility and assumes no liability for any User Content. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that The Information shall not be liable for any damages you allege to incur as a result of User Content.

3. Subscriptions & Payments

Billing Policies

To access much of our Content and certain aspects of the Service, you must have a paid subscription. The Information may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in the Pricing and Payment Terms.

Subscriptions

Some of our Content is only available through subscriptions of various durations (“Subscriptions”).

Duration.

Our Subscriptions are continuous. Subscriptions begin the date you first purchase the Subscription and renew on a recurring basis for periods of the same duration as your initial Subscription period until canceled (each, a “Period”). However, we may discontinue your Subscription in the event of a Dispute (defined below) between us or if you previously requested a chargeback that we successfully challenged.

Pricing changes.

We reserve the right to change the cost of our Subscriptions and other offerings at any time. Any change will become effective only after the expiration of your current Subscription Period and after we provide you with notice of such change no fewer than fifteen (15) days before the end of the then-current Period.

Collection of Charges.

We will suspend or cancel your Subscription if our payment processor is unable to process payment using your existing payment information. If we are unable to collect charges through your payment method, you agree that (a) we may, to the extent not prohibited by applicable law, take any other steps we deem necessary to collect such Charges from you, and (b) you will be responsible for all costs and expenses we incur to collect your charges, such as collection fees, court costs, and attorneys’ fees.

Cancelation.

To cancel a Subscription bought through the Service, follow the instructions on the Cancel Subscription page of our Help Center to locate and manage your Subscription. You may also contact us to cancel a Subscription. Following any cancelation, your Subscription access will continue until the end of your current Period.

4 Special offers.

The Information may make available special Subscription offers to you or certain eligible groups. If you qualify and subscribe through a special offer, you will be billed the advertised special rate for the applicable promotional period and automatically renewed at the regular rate applicable to your Subscription type after that.

Free Trials.

We may offer you a free trial of certain Subscriptions for a limited period of time. The specific terms of your free trial will be provided at offer registration. At the end of your free trial, our payment processor will begin billing your payment method on a recurring basis for your Subscription (plus any applicable taxes and other charges). If your free trial is purchased through the Service, we will notify you of upcoming Subscription conversion to the extent required by applicable law based on your billing location. Please note that you may not receive a notice from us that your free trial is ending or that the paid portion of your Subscription has begun.

See Cancelation above for help with canceling a free trial. We reserve the right to modify or terminate the availability of free trials at any time, without notice, in our sole discretion.

No Refunds

You may cancel your Subscription at any time; however, there are no refunds for cancellation; if you cancel before the end of your billing cycle you have access to your account for the remainder of the billing cycle.

• EU and UK consumers only: Under local law, you are entitled to a 14-day refund period. This refund period commences upon your purchase of the paid content. If the last day of this 14-day period lands on a public holiday, Saturday or Sunday, the period will extend to the end of the next business day. For purchases of digital goods, you agree that this period ends when you begin to use the good (e.g., reading, downloading, or streaming any files). Please contact us if applicable law in your jurisdiction entitles you to a refund.

In the event that The Information suspends or terminates your account or this Agreement for your breach of this Agreement, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.

Payment Information; Taxes

All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.

As of the Last Updated date above, payment can be made by credit card, debit card, Apple Pay and Google Pay. You acknowledge and agree that all information you provide to make purchases on the Service is accurate, current and complete. You represent and warrant that you have the legal right to use the payment method you provide to us or our payment processor. You agree to promptly update your payment method to allow for timely payment. Changes made to your payment method will not affect charges that we submit to your chosen payment method before we could reasonably act on your changes. And you agree that we may use any updated payment method information provided by your issuing bank or payment network.

Notify us of any billing problems or issues as soon as you become aware of them and we will make every effort to assist you with any billing questions. You agree that we may contact you via email or otherwise at any time with information relevant to your use of the Service, including billing communications, regardless of whether you have opted out of receiving marketing communications or notices.

Promotional Codes.

We may offer certain promotional, referral, discount, and coupon codes or similar offers (“Promos”) that may be redeemed for discounts on future services or other features related to the Service, subject to any additional terms that we establish. You agree that Promos: (i) must be used in a lawful manner; (ii) must be used for the intended audience and purpose; (iii) may not be duplicated, sold or transferred in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by us; (iv) may be disabled or have additional conditions applied to them by us at any time for any reason; (v) may only be used pursuant to the specific terms that we establish; (vi) are not valid for cash or other credits or points; (vii) may expire prior to your use; (vii) are not valid on previous purchases.

5. No Professional Advice

If the Service provides professional information (for example, financial, legal or medical), such information is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any information contained in the Service. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.

6. Privacy

We care about the privacy of our users. You understand that by using the Service you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, and to have your personally identifiable information collected, used, transferred to and processed in the United States.

7. Security

The Information cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

8. DMCA Notice

Since we respect artist and content owner rights, it is The Information’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify The Information’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

• An electronic or physical signature of a person authorized to act on behalf of the copyright owner;

• Identification of the copyrighted work that you claim has been infringed;

• Identification of the material that is claimed to be infringing and where it is located on the Service;

• Information reasonably sufficient to permit The Information to contact you, such as your address, telephone number, and, e-mail address;

• 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

• 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 to the following DMCA Agent:

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 The Information and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with The Information’s 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.

In accordance with the DMCA and other applicable law, The Information has adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. The Information may also at its sole discretion limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

9. Third-Party Links

The Service may contain links to third-party websites, services or other events or activities that are not owned or controlled by The Information. The Information does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third party website from the Service, you do so at your own risk, and you understand that this Agreement and The Information’s Privacy Policy do not apply to your use of such sites. You expressly relieve The Information from any and all liability arising from your use of any third-party website, service, or content.

10. Indemnity

You agree to defend, indemnify and hold harmless The Information and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, 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 out of or related to: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (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) any other information or content that is submitted via your account including without limitation misleading, false or inaccurate information; (vi) negligent or willful misconduct; or (vii) any other party’s access and use of the Service with your unique username, password or other appropriate security code.

11. No Warranty

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE INFORMATION OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, THE INFORMATION, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE 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 SERVICE.

Some states do not allow the exclusion of implied warranties, so the above exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under this agreement will not apply to the extent prohibited by applicable law.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE INFORMATION, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL THE INFORMATION BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE INFORMATION ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL THE INFORMATION, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE GREATER OF (1) $100 USD OR (2) THE AMOUNT PAID BY YOU TO THE INFORMATION HEREUNDER IN THE SIX-MONTH PERIOD PRECEDING THE APPLICABLE CLAIM.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF THE INFORMATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

The Service is controlled and operated from facilities in the United States. The Information makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

13. Dispute Resolution

Governing Law

You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over The Information, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Santa Clara County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below.

14. Dispute Resolution

You agree to resolve disputes with The Information through binding arbitration, except as described in this Dispute Resolution section (“Arbitration Clause”). Except as specifically described in this Arbitration Clause, the parties expressly waive the right to bring or participate in any kind of class, collective, or mass action, private attorney general action, or any other representative action. If you use the Service as a consumer, you may opt-out of this Arbitration Clause under Opt-Out below within thirty (30) days of first accepting these Terms.

• Covered Disputes.You and The Information agree that any dispute or claim between you and The Information arising out of or relating to this Agreement or the Service (a “Dispute”) will be resolved by binding arbitration, rather than in court. A Dispute includes any claim or dispute relating to the Service, access and use of the Service, your account, or any aspects of your relationship or transactions with The Information. A Dispute also includes any claims or disputes that arose from or involve facts that occurred before the effectiveness of this Agreement and claims that may arise after its termination. For clarity, nothing in this Arbitration Clause prevents either party from settling any Dispute(s) on a class-wide, batch-wide or other multiparty basis.

• Exceptions to Arbitration.This Arbitration Clause does not require arbitration of the following types of claims brought by either you or The Information:

  • small claims court actions, if the requirements of the court are met and the claims are only on an individual basis; and

  • claims pertaining to intellectual property rights, including trademarks, trade dress, domain names, trade secrets, copyrights and patents.

• Informal Dispute Resolution First.

  Like you, we want to resolve Disputes without resorting to arbitration. If you have a Dispute with us, before initiating arbitration, you agree to send an individualized request (“Pre-Arbitration Demand”) to [email protected] so that we can work together to resolve the Dispute.

• This Informal Dispute Resolution First process is a condition precedent to commencing arbitration. The arbitrator will dismiss any arbitration filed without fully and completely complying with these informal dispute resolution procedures.

  • A Pre-Arbitration Demand is only valid when it pertains to, and is on behalf of, a single individual. A Pre-Arbitration Demand brought on behalf of multiple individuals is invalid as to all.

  • The Pre-Arbitration Demand must include: (i) your name, telephone number, mailing address, and email address associated with your account; (ii) the name, telephone number, mailing address and email address of your counsel, if any; (iii) a description of your Dispute; and (iv) your signature.

  • Likewise, if The Information has a Dispute with you, The Information will send an email with its individualized Pre-Arbitration Demand, including the requirements listed above, to the email address associated with your account.

  • If the Dispute is not resolved within sixty (60) calendar days of when either you or The Information submitted a Pre-Arbitration Demand, an arbitration can be brought.

This Informal Dispute Resolution First section does not apply to claims brought under the Exceptions to Arbitration above.

• Arbitration Procedure.If, after completing the Informal Dispute Resolution First process, either you or The Information wishes to initiate arbitration, the initiating party must serve the other party with a demand for arbitration. Any demand for arbitration by you will be sent to The Information’s address in Informal Dispute Resolution First above. The Information will send any arbitration demand to the email address associated with your account or to your counsel, if any. You and The Information agree that the Federal Arbitration Act (“FAA”) governs this Arbitration Clause. If the FAA cannot apply, then the state laws governing arbitration procedures where you reside apply.

  • The arbitration will be administered by National Arbitration and Mediation (“NAM”) under its operative:

    • Comprehensive Dispute Resolution Rules and Procedures, and

    • where applicable, its Mass Filing Supplemental Dispute Resolution Rules and Procedures, in each case as available at https://www.namadr.com/resources/rules-fees-forms.

  • This Arbitration Clause will govern to the extent it conflicts with the arbitration provider’s rules.

  • If the applicable arbitration provider is not available to arbitrate, the parties will select an alternative arbitration provider. If the parties cannot agree on an appropriate alternative arbitration provider, the parties will ask a court of competent jurisdiction to appoint an arbitrator pursuant to 9 U.S.C. § 5. To the extent there is a dispute over which arbitration provider has jurisdiction, a NAM arbitrator will be appointed to resolve that dispute.

  • Arbitration hearings will take place through videoconferencing, unless you and The Information agree upon another location in writing. A single arbitrator will be appointed.

  • The arbitrator may award damages, declaratory or injunctive relief, and recoverable costs. Any arbitration award may be enforced (such as through a judgment) in any court with jurisdiction over the dispute. An arbitration award will have no preclusive effect in another arbitration or court proceeding involving The Information and a different individual. The arbitrator will have the exclusive authority to resolve all threshold arbitrability issues, including whether this Arbitration Clause is applicable, unconscionable, or enforceable, as well as any defenses to arbitration. However, a court has exclusive authority to rule on the waiver in Class Action Waiver below, including any claim that the section is unenforceable, illegal, void or voidable, or that it has been breached.

  • If a request to proceed in small claims court in accordance with this Arbitration Clause is made after an arbitration has been initiated, but before an arbitrator has been appointed, such arbitration will be administratively closed. Any controversy over the small claims court’s jurisdiction will be determined by the small claims court.

• Jury Trial Waiver. You and The Information agree to waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. You and The Information are instead electing that all Disputes will be resolved by arbitration under this Arbitration Clause, except as specified in Exceptions to Arbitration above. Court review of an arbitration award is subject to very limited review. Discovery may be limited in arbitration, and procedures are more streamlined than in court.

• Class Action Waiver. You and The Information agree that, except as specified in Batch Process provision below, each of us may bring claims against the other only on an individual basis and not on a class, collective, representative, or mass action basis.

  • The parties agree to waive all rights to have any Dispute be brought, heard, administered, resolved, or arbitrated on a class, collective, representative, or mass action basis.

  • Subject to this Arbitration Clause, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief to the party’s individual claim.

  Notwithstanding anything to the contrary in this Arbitration Clause, if a court decides, in a final nonappealable decision, that the limitations of this Class Action Waiver are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and The Information agree that that particular claim or request for relief (and only that particular claim or request for relief) will be severed from the arbitration and will be pursued in the courts specified Governing Law above.

• Batch Process.To increase the efficiency of administration and resolution of arbitrations, you and The Information agree that if 25 or more arbitration demands of a substantially similar nature, are filed within a 180-day period (“Mass Filing”):

  • to administer the Mass Filing in batches of 25 demands per batch (or less, if fewer than 25 remain) (“Batches”), with only one Batch filed, processed, and adjudicated at a time;

  • to designate one arbitrator for each Batch;

  • to accept applicable fees, including any related fee reduction determined by NAM in its discretion;

  • that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior Batch is filed, processed, and adjudicated;

  • that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by The Information and the claimants, will only be due after your demand for arbitration is included in a Batch that is properly designated for filing, processing, and adjudication; and

  • that the Batch process will continue until each demand (including your demand) is adjudicated or otherwise resolved.

• Any statutes of limitation, including the requirement to file within eighteen (18) months under 18-Month Filing Deadline below, will remain tolled while any arbitration demands are held in abeyance. While the Batches are adjudicated, no other demand for arbitration that is part of the Mass Filing may be processed, administrated, or adjudicated, and no filing or other administrative costs for such a demand for arbitration will be due from either party to the arbitration provider.

  • If, contrary to this provision, a party prematurely files an arbitration demand, the parties agree that the arbitration provider must hold those demands in abeyance.

• Substantially similar nature. All parties agree that arbitration demands are of a “substantially similar nature” if they relate to the same event or factual scenario, raise the same or similar legal issues and seek similar relief.

• Mass Filing Administration. Any party may request that the arbitration provider appoint a sole standing administrative arbitrator (“Administrative Arbitrator”) to determine threshold questions such as (1) whether the Batch process is applicable or enforceable, (2) whether particular demand(s) are part of a Mass Filing, and (3) whether demands within a Mass Filing were filed in accordance with this Arbitration Clause, including the Informal Dispute Resolution First process.

  • To expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree that the Administrative Arbitrator may provide and use any procedures necessary to resolve the dispute promptly. The Information will pay the Administrative Arbitrator’s costs.

  • The parties will work in good faith with the arbitrator to complete each Batch within 120 calendar days of its initial pre-hearing conference. The parties agree that the Batch process is designed to achieve an overall faster, more efficient, and less costly mechanism for resolving Mass Filings.

  This Batch Process provision will in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures, or authorizing class arbitration of any kind. Unless The Information otherwise consents in writing, The Information does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this Batch Process provision.

• Settlement. At least ten (10) calendar days before the date set for the arbitration hearing, you or The Information may serve a written offer of judgment upon the other party to allow judgment on specified terms. If the offer is accepted, the offer with proof of acceptance will be submitted to the arbitration provider, who will enter judgment accordingly. If the offer is not accepted before the earlier of (i) the arbitration hearing or (ii) thirty (30) calendar days after it is made, it will be deemed withdrawn, and cannot serve as evidence in the arbitration. If an offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party will not recover their post-offer costs and will pay the offering party’s costs from the time of the offer.

  • The parties agree that any disputes with respect to settlement offer(s) or offer(s) of judgment in a Mass Filing are to be resolved by a single arbitrator to the extent such offers contain the same material terms. For arbitrations involving represented parties, the represented parties’ attorneys agree to communicate individual offer(s) of judgment to each and every arbitration claimant or respondent to whom such offers are extended.

• Arbitration Costs. Except as provided for in a Mass Filing under Batch Process above, your responsibility to pay any filing, administrative, and arbitrator costs will be solely as set forth in the applicable arbitration provider’s rules.

• 18-Month Filing Deadline. To the extent permitted by applicable Law, and notwithstanding any other statute of limitations, any claim or cause of action under this Arbitration Clause (with the exception of disputes under Exceptions to Arbitration for claims pertaining to intellectual property rights including trademarks, trade dress, domain names, trade secrets, copyrights and patents), must be filed within eighteen (18) months after such claim or cause of action arose. Otherwise, that claim or cause of action will be permanently barred.

• The statute of limitations and any arbitration cost deadlines remain tolled during the required informal process under Informal Dispute Resolution First above.

• Opt-Out. You may reject this Arbitration Clause and opt out of arbitration by sending an email to opt-out@theinformation within thirty (30) calendar days of first accepting these Terms. If you have an account, your opt-out notice must be sent from the email address associated with your account. No one may opt-out another person. Your notice to opt-out must include your first and last name, address, the email address associated with your account (if you have an account), and a clear statement that you decline this Arbitration Clause.

• Severability. Except as provided in Class Action Waiver above, if any provision of this Arbitration Clause is found to be illegal or unenforceable, then that provision will be severed. The remaining provisions will still apply and will be interpreted to achieve the closest possible intent to the original intent of this section, inclusive of the severed provision.

15. General

Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by The Information without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Notification Procedures and Changes to the Agreement

The Information may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the bottom of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service.

Entire Agreement; Severability

This Agreement, together with any amendments and any additional agreements you may enter into with The Information in connection with the Service, shall constitute the entire agreement between you and The Information concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.

No Waiver

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and The Information’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

Government Use Rights

If the Service is licensed to the United States government or any agency thereof, then the Service will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Service and any accompanying documentation by the U.S. Government will be governed solely by these Terms of Service and is prohibited except to the extent expressly permitted by these Terms of Service.