1. HOW THE PLATFORM AND SERVICES WORK. Meetlete allows end users of the Platform (“Fans”) to connect with professional athletes who have been accepted to the Platform (“Talent”). From time to time, Fans may create a thirty (30) second introduction video about themselves, and subsequently request one or more video calls of three (3) or more minutes (each, a “Video Call”) from Talent through the Platform. Talent has up to seven (7) days and three (3) attempts to complete the Video Call with the Fan. If Talent does not either: (i) accept the request and complete the Video Call; or (ii) decline the request, the request will expire and can no longer be fulfilled. If Talent accepts a request, you will complete the Video Call. By participating in a Video Call, Talent can raise funds for charitable organizations that are designated by Talent, in his or her sole discretion (each, a “Non-Profit Partner”). The Non-Profit Partners designated by Talent for the Video Call then receive fundraising proceeds in Meetlete’s name proportionate to the amount Talent has designated for that particular Video Call.
2. USE OF THE SERVICES.
2.1. Services. The Services, and any parts thereof, are protected by copyright laws throughout the world. Subject to this Agreement, Meetlete grants you the right to access and use the features and functionality of the Services, as well as a limited license to reproduce portions of Services for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by Meetlete in a separate license, your right to use any part of the Services is subject to the Agreement.
2.2. Application License. Subject to your compliance with the Agreement, Meetlete grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal or internal business purposes. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any Application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.
2.3. Updates. You understand that the Services are evolving. You acknowledge and agree that Meetlete may update the Services with or without notifying you. You may need to update third-party software from time to time in order to use the Services.
2.4. Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services, including the Platform, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of Meetlete; (c) you shall not use any metatags or other “hidden text” using Meetlete’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Platform (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access the Services in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services. Any future release, update or other addition to the Services shall be subject to the Agreement. Meetlete, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any Service terminates the licenses granted by Meetlete pursuant to the Agreement.
2.5. Third-Party Materials. As a part of the Services, you may have access to materials that are hosted by another party. You agree that it is impossible for Meetlete to monitor such materials and that you access these materials at your own risk.
3.1. Registering Your Account. In order to access certain features of the Services, you are required to become a Registered User. For purposes of the Agreement, a “Registered User” is any user who has registered an account on the Platform (“Account”).
3.2. Registration Data. When registering an Account for the Services or submitting an application to become Talent, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are at least thirteen (13) years old; of legal age to form a binding contract; and not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors. You may not share your Account or password with anyone, and you agree to (y) notify Meetlete immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Meetlete has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Meetlete has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. Meetlete reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by Meetlete, or if you have been previously banned from any of the Services.
3.3. Necessary Equipment and Software. You must provide all equipment and software necessary to connect to Services, including but not limited to, a mobile device that is suitable to connect with and use Services. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.
4. RESPONSIBILITY FOR CONTENT.
4.1. Types of Content. You acknowledge that all content, including the Services, is the sole responsibility of the party from whom such content originated. This means that you, and not Meetlete, are entirely responsible for all content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Services, including if you are Talent, the Video Calls (“Talent Content”) (collectively, “Your Content”), and that you and other Users of the Services, and not Meetlete, are similarly responsible for all content that you and they Make Available through the Services (“User Content”).
4.2. No Obligation to Pre-Screen Content. You acknowledge that Meetlete has no obligation to pre-screen Your Content or any User Content, although Meetlete reserves the right in its sole discretion to pre-screen, refuse or remove any such content. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications or social media posts. In the event that Meetlete pre-screens, refuses or removes any of Your Consent or User Content, you acknowledge that Meetlete will do so for Meetlete’s benefit, not yours. Without limiting the foregoing, Meetlete shall have the right to remove any content that violates the Agreement or is otherwise objectionable.
4.3. Storage. Unless expressly agreed to by Meetlete in writing elsewhere, Meetlete has no obligation to store any of Your Content that you Make Available on the Services. Meetlete has no responsibility or liability for the deletion or accuracy of any content, including Your Content; the failure to store, transmit or receive transmission of content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that Meetlete retains the right to create reasonable limits on Meetlete’s use and storage of Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Platform and as otherwise determined by Meetlete in its sole discretion.
5.1. Services. Except with respect to Your Content and User Content, you agree that Meetlete and its suppliers own all rights, title and interest in the Services. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Services.
5.2. Trademarks. Meetlete and all related graphics, logos, service marks and trade names used on or in connection with any the Services or in connection with the Services are the trademarks of Meetlete and may not be used without permission in connection with your or any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
5.3. Other Content. Except with respect to Your Content, you agree that you have no right, title, or interest in or to any content that appears on or in the Services.
5.4. Your Content. Meetlete does not claim ownership of Your Content. However, when you as a User post or publish Your Content on or in the Services, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
5.5. License to Your Content. You grant Meetlete a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing the Services to you and to our other Users, and with respect to Talent Content, to the extent specified in the Talent Terms and Conditions. Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Services. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Meetlete, are responsible for all of Your Content that you Make Available on or in The Services.
5.6. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Meetlete through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Meetlete has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Meetlete a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or Meetlete’s business.
6. USER CONDUCT.
6.1. General. As a condition of your use of the Services, you agree not to use the Services for any purpose that is prohibited by the Agreement or by applicable law. You shall not (and shall not permit any third party) either take any action or Make Available any content on or through the Services that: (a) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (b) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (c) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (d) involves commercial activities and/or sales without Meetlete’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (e) impersonates any person or entity, including any employee or representative of Meetlete; (f) interferes with or attempt to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by the Agreement; or (g) attempts to engage in or engage in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services.
6.2. Acceptable Use. In connection with your access to and use of the Services, you will not, and will ensure that Your Content that you Make Available on the Services does not:
(a) violate any law, regulation, or court order;
(b)violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or “droit moral,” or other legal rights of any third party;
(c) submit, post, share, or communicate anything that is, or that incites or encourages, action that is, explicitly or implicitly illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity) (collectively, the “Objectionable Content”), including but not limited to:
(i) defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups, particularly if the app is likely to humiliate, intimidate, or harm a targeted individual or group;
(ii) realistic portrayals of people or animals being killed, maimed, tortured, or abused, or content that encourages violence;
(iii) depictions that encourage illegal or reckless use of weapons and dangerous objects, or facilitate the purchase of firearms or ammunition
(iv) overtly sexual or pornographic material, defined by Webster’s Dictionary as “explicit descriptions or displays of sexual organs or activities intended to stimulate erotic rather than aesthetic or emotional feelings”;
(v) inflammatory religious commentary or inaccurate or misleading quotations of religious texts; or
(vi) false information and features, including inaccurate device data or trick/joke functionality, such as fake location trackers.
(d) send advertising or commercial communications, including spam, or any other unsolicited or unauthorized communications;
(e) stalk, harass, threaten, or harm any third party;
(f) impersonate any third party;
(g) participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud; or
(h) participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud; or
6.3. Investigations. Meetlete may, but is not obligated to, monitor or review the Services or content at any time. Without limiting the foregoing, Meetlete shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such content violates the Agreement or any applicable law. Although Meetlete does not generally monitor user activity occurring in connection with the Services or content, if Meetlete becomes aware of any possible violations by you of any provision of the Agreement, Meetlete reserves the right to investigate such violations, and Meetlete may, at its sole discretion, immediately terminate your license to use the Services, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
6.4. Recordings. You are responsible for compliance with all recording laws. Fans may choose to record their Video Calls with Talent (each, a “Recording”). By using the Platform, you are giving Meetlete consent to store Recordings for any or all Video Calls that you join, if such Recordings are stored in our systems. You will receive a notification (visual or otherwise) in the Video Call when recording is enabled. Fans will have the ability to download the Recordings for a period of ninety (90) days (except for those Fans who have opted in to Meetlete’s use of Recordings for promotional purposes).
7. INTERACTIONS WITH OTHER USERS.
7.1. User Responsibility. You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact; provided, however, that Meetlete reserves the right, but has no obligation, to intercede in such disputes. You agree that Meetlete will not be responsible for any liability incurred as the result of such interactions.
7.2. Content Provided by Other Users. Services may contain User Content provided by other Registered Users. Meetlete is not responsible for and does not control User Content. Meetlete has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Registered Users at your own risk.
8. THIRD-PARTY SERVICES.
8.1. Third-Party Websites, Applications and Ads. The Services may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications and Third-Party Ads are not under the control of Meetlete. Meetlete is not responsible for any Third-Party Websites, Third-Party Applications or Third-Party Ads. Meetlete provides these Third-Party Websites, Third-Party Applications and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or any product or service provided in connection therewith. You use all links in Third-Party Websites, Third-Party Applications and Third-Party Ads at your own risk. When you leave our Platform, the Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
8.2. App Stores. You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store (each, an “App Store”). You acknowledge that the Agreement is between you and Meetlete and not with the App Store. Meetlete, not the App Store, is solely responsible for the Services, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with Services, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Service, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it.
8.3. Accessing and Downloading the Application from iTunes.The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
(a) You acknowledge and agree that (i) the Agreement is concluded between you and Meetlete only, and not Apple, and (ii) Meetlete, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
(c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Meetlete and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Primer.
(d) You and Meetlete acknowledge that, as between Meetlete and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(e) You and Meetlete acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Meetlete and Apple, Meetlete, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
(f) You and Meetlete acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
(g) Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
8.4. Accessing and Downloading the Application from the Google Play Store. The following applies to any App Store Sourced Application accessed through or downloaded from the Google Play Store:
(a) You acknowledge and agree that (i) the Agreement is concluded between you and Meetlete only, and not Google, Inc. (“Google”), and (ii) Meetlete, not Google, is solely responsible for the Google Play Sourced Application and content thereof. Your use of the Google Play Sourced Application must comply with the Google Play Terms of Service.
(b) Google is only a provider of Google Play where you obtained the Google Play Sourced Application. You acknowledge and agree that Google is a third-party beneficiary to the Agreement as it relates to Meetlete’s Google Play Sourced Application.
(c) Meetlete, and not Google, is solely responsible for its Google Play Sourced Application;
(d) Google has no obligation or liability to you with respect to Meetlete’s Google Play Sourced Application or this Agreement; and
(e) You acknowledge and agree that Google is a third-party beneficiary to the Agreement as it relates to Meetlete’s Google Play Sourced Application.
9. FEES AND PURCHASE TERMS.
9.1. Payment If paying any fees in connection with the use of the Platform, you agree to pay all owed fees or charges in accordance with the billing terms in effect at the time a fee or charge is due and payable and to provide Meetlete with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or PayPal account (“Payment Provider”). Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement and not this Agreement to determine your rights and liabilities. By providing Meetlete with your credit card number or PayPal account and associated payment information, you agree that Meetlete is authorized to immediately invoice you for all fees and charges due and payable to Meetlete hereunder and that no additional notice or consent is required. You agree to immediately notify Meetlete of any change in your billing address or the credit card or PayPal account used for payment hereunder. Meetlete reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Services or by e-mail delivery to you.
9.2. Non-Profit Partner Donations For every Video Call Talent does with a Fan, a percentage of the Fan’s payment designated by Talent will be directed towards the associated Non-Profit Partner Talent identified on his or her Account profile.
10. INDEMNIFICATION. You agree to indemnify and hold Meetlete, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Meetlete Party” and collectively, the “Meetlete Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Service; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any other User; or (e) your violation of any applicable laws, rules or regulations. Meetlete reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Meetlete in asserting any available defenses. This provision does not require you to indemnify any of the Meetlete Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Platform or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to the Services.
11. DISCLAIMER OF WARRANTIES AND CONDITIONS.
11.1. As Is YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. MEETLETE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE PLATFORM.
(a) MEETLETE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.
(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. MEETLETE MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
11.2. No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT MEETLETE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD MEETLETE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
11.3. No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU UNDERSTAND THAT MEETLETE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. MEETLETE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE SERVICES.
(a) MEETLETE MAKES NO WARRANTY THAT ANY SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE VIDEO CALLS WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS. MEETLETE MAKES NO WARRANTY REGARDIGN THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETEESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE PLATFORM.
(b) WHILE WE MAY HELP FACILITATE THE RESOLUTION OF DISPUTES AMONG USERS, WE HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF TRANSACTIONS, THE TRUTH OR ACCURACY OF USERS’ CONTENT, THE ABILITY OF FANS TO INITIATE TRANSACTIONS, THE ABILITY OF TALENT TO ACCEPT TRANSACTIONS, OR THAT TALENT WILL ACTUALLY HONOR A DEAL.
12. LIMITATION OF LIABILITY.
12.1. Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL MEETLETE PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT MEETLETE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE SERVICES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (5) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A MEETLETE PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A MEETLETE PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A MEETLETE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
12.2. Cap on Liability. UNDER NO CIRCUMSTANCES WILL MEETLETE PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO MEETLETE BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY AND (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A MEETLETE PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A MEETLETE PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A MEETLETE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
12.4. Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MEETLETE AND YOU.
13. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.It is Meetlete’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Meetlete by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Services of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Meetlete’s Copyright Agent for notice of claims of copyright infringement is as follows: Meetlete, Inc., Attn: Copyright Agent, 2907 Shelter Island Drive, Ste 105 PMB.
14.1. Violations. If Meetlete becomes aware of any possible violations by you of the Agreement, Meetlete reserves the right to investigate such violations. If, as a result of the investigation, Meetlete believes that criminal activity has occurred, Meetlete reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Meetlete is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Services, including Your Content, in Meetlete’s possession in connection with your use of Services, to (a) comply with applicable laws, legal process or governmental request; (b) enforce the Terms, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for customer service, or (e) protect the rights, property or personal safety of Meetlete, its Registered Users or the public, and all enforcement or other government officials, as Meetlete in its sole discretion believes to be necessary or appropriate.
14.2. Breach. In the event that Meetlete determines, in its sole discretion, that you have breached any portion of the Agreement, or have otherwise demonstrated conduct inappropriate for Services, Meetlete reserves the right to:
(a) Warn you via e-mail (to any e-mail address you have provided to Meetlete) that you have violated the Agreement;
(b) Delete any of Your Content provided by you or your agent(s) to Services;
(c) Discontinue your registration(s) with any of Services;
(d) Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
(e) Pursue any other action which Meetlete deems to be appropriate.
15. TERMINATION. At its sole discretion, Meetlete may modify or discontinue the Services, or may modify, suspend or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party. Without limitation, Meetlete may terminate or suspend your right to use the Platform if you breach any provision of the Agreement or any policy of Meetlete posted through the Platform from time to time; if Meetlete otherwise finds that you have engaged in inappropriate and/or offensive behavior; if Meetlete believes you are creating problems or possible legal liabilities; if Meetlete believes such action will improve the security of our community or reduce another User’s exposure to financial liabilities; if Meetlete believes you are infringing the rights of third parties; if Meetlete believes you are acting inconsistently with the spirit of this Agreement; or if despite our reasonable endeavors, Meetlete is unable to verify or authenticate any information you provide. In addition to suspending or terminating your access to the Services, Meetlete reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, this Agreement will remain enforceable against you and unpaid amounts you owe to Meetlete will remain due. Upon termination of this Agreement, all provisions which by their nature are intended to survive termination will survive, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
16. INTERNATIONAL USERS.. The Services can be accessed from countries around the world and may contain references to Services and content that are not available in your country. These references do not imply that Meetlete intends to announce such Services or Content in your country. The Services are controlled and offered by Meetlete from its facilities in the United States of America. Meetlete makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
17. DISPUTE RESOLUTION.Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Meetlete and limits the manner in which you can seek relief from us.
17.1. Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Platform, to any products sold or distributed through the Platform, or to any aspect of your relationship with Meetlete, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify,; and (2) you or Meetlete may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
17.2. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent: Legalinc Corporate Services Inc., 651 N. Broad St., Suite 206, Middletown, Delaware 19709. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available athttp://www.jamsadr.com/rules-streamlined-arbitration/ ; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Meetlete will pay them for you. In addition, Meetlete will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
17.3. Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Meetlete. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
17.4. Waiver of Jury Trial. YOU AND MEETLETE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Meetlete are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section [17.1] above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
17.5. Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in the State of California. All other claims shall be arbitrated.
17.6. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: [insert email address], within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Meetlete username (if any), the email address you used to set up your Meetlete account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
17.7. Severability. Except as provided in subsection [17.5], if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
17.8. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Meetlete.
17.9. Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Meetlete makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Meetlete at the following address: Meetlete, Inc., 2907 Shelter Island Dr., Ste. 105 PMB 2955, San Diego, California 92106 or email@example.com.
18. GENERAL PROVISIONS.
18.1. Electronic Communications. The communications between you and Meetlete may take place via electronic means, whether you visit the Services or send Meetlete e-mails, or whether Meetlete posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Meetlete in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Meetlete provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
18.2. Release. You hereby release Meetlete Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of the Services. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Meetlete Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Platform.
18.3. Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Meetlete’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
18.4. Force Majeure. Meetlete shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
18.5. If you have any questions, complaints or claims with respect to Company Properties, please contact us at: firstname.lastname@example.org. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
18.6. Governing Law. THE AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
18.7. Notice. Where Meetlete requires that you provide an e-mail address, you are responsible for providing Meetlete with your most current e-mail address. In the event that the last e-mail address you provided to Meetlete is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Meetlete’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Meetlete at the following address: Meetlete, Inc., 2907 Shelter Island Dr., Ste. 105 PMB 2955, San Diego, California 92106. Such notice shall be deemed given when received by Meetlete by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
18.8. Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
18.9. Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
18.10. Export Control. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (y) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (z) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Meetlete are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Meetlete products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
18.11. Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
18.10. Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.