By clicking “I Accept”, completing the registration process, downloading the App, or otherwise using or accessing the Services, you represent that (1) you have read, understand, and agree to be bound by the Terms and (2) you are at least 18 years of age (or have reached the age of majority if that is not 18 years of age where you live) or that you have reviewed these Terms with your parent or legal guardian and he or she agrees to these Terms on your behalf and takes full responsibility for your compliance with them. You agree that you (and your parent or guardian) are fully able and competent to enter into and comply with these Terms. If you are under 18 years of age, you understand that you cannot later void these Terms as a minor without losing access to the Services, and your parents are responsible for your actions and any obligations you have incurred while enjoying the benefits of access to the features and functions of the Services as if you were an adult. Your access to and use of the App is conditioned on your acceptance of and compliance with these Terms.
From time to time, we may make changes to the Terms. They will be after posting notice of such changes on the AIE TS website or otherwise notifying registered users of such changes. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using Services. Otherwise, your continued use of Services constitutes your acceptance of such change(s). CONSISTENT WITH OUR GENERAL TERMS, PLEASE BE ADVISED THAT WE MAY CONTACT YOU (WHETHER BY TEXT, PHONE, EMAIL OR OTHERWISE) IN CONNECTION WITH YOUR USE OF THE CONTACT TRACING SERVICES, SUCH AS IF YOU RECEIVE A COVID-19 EXPOSURE NOTIFICATION. IF YOUR ORGANIZATION OFFERS A LINK OR OTHER FUNCTIONALITY TO FACILITATE YOUR ORDERING OF A COVID-19 TEST FROM A THIRD-PARTY PROVIDER, THE TEST RESULTS MAY BE SHARED WITH YOUR ORGANIZATION FOR PURPOSES OF ITS CONTRACT TRACING SERVICES.
THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. PLEASE CAREFULLY REVIEW SECTION 12 BELOW FOR MORE INFORMATION.
PLEASE BE AWARE THAT SECTION 2 (AIE TS COMMUNICATIONS) OF THE TERMS CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING, AS APPLICABLE, VIA E-MAIL, TEXT MESSAGE, CALLS AND PUSH NOTIFICATION.
1. Your License to Use the Services
AIE TS grants you a personal, revocable, worldwide, royalty-free, non-assignable and non-exclusive license to use the Services. This license is for the sole purpose of enabling you to use the Services as provided by AIE TS, in the manner permitted these Terms.
You may use the Services only if you can form a binding contract with AIE TS and are not a person barred from receiving or using Services under the laws of the United States or other applicable jurisdiction. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations and use the Services only for legitimate purposes, e.g. those that are reasonably necessary to give effect to the goals of the Services.
AIE TS reserves the right to access, read, preserve, and disclose any information you may provide as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of AIE TS, its users and the public.
The Services that AIE TS provides are always evolving, and the form and nature of the Services may change from time to time without prior notice to you. In addition, AIE TS may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. You may need to update third-party software from time to time in order to use the Service. AIE TS also retains the right to create limits on use at AIE TS’s sole discretion at any time without prior notice to you.
In order to use the Service in any manner, you must enable your mobile device as follows: to receive push notifications from the App, to permit the App to access your location, to allow Bluetooth connections (even in the background, i.e., when the App is not open on your device). If you do not enable your mobile device accordingly (including enabling any additional features or functions that AIE TS elects to make mandatory for use of the App), the App will not function on your device.
You must provide all equipment and software necessary to connect to the Service, including but not limited to, a mobile device that is suitable to connect with and use the App. You are solely responsible for any fees, including internet connection or mobile fees, that you incur when accessing the Service.
2. AIE TS Communications
By agreeing to the Terms or using the Service, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your account or the use of the Service, updates concerning new and existing features on the Service, communications concerning promotions run by us or our third-party partners, and news concerning AIE TS and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.
3. App Store Sourced Applications
With respect to any mobile application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use such App Store Sourced Application (a) on an Apple-branded product that runs iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.
You acknowledge and agree that the availability of the App and the Services is dependent on the third party from whom you received the App license, e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowledge that the Agreement is between you and AIE TS and not with the App Store. AIE TS, not the App Store, is solely responsible for the Services, including the App, the content thereof, maintenance, support services, and warranty therefore, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, 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 the Services, including the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Services, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it.
The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
- You acknowledge and agree that (i) these Terms are concluded between you and AIE TS only, and not Apple, and (ii) AIE TS, 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.
- You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
- 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 AIE TS 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 AIE TS.
- You and AIE TS acknowledge that, as between AIE TS 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.
- You and AIE TS 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 AIE TS and Apple, AIE TS, 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.
- You and AIE TS 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.
- 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.
With respect to any App 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 such Google Play Sourced Application on a shared basis within your designated family group.
5. Service Access Credentials
You are responsible for safeguarding the mobile telephone number, user name, password or other credentials that you use to access the Services and for any activities or actions under your account. AIE TS cannot and will not be liable for any loss or damage arising from unauthorized access to your account resulting from your failure to safeguard your device and/or such credentials.
6. Medical Disclaimer
AIE TS DOES NOT PROVIDE ANY MEDICAL ADVICE OR ASSURANCES REGARDING HEALTH OR SAFETY.
AIE TS DOES NOT OFFER MEDICAL ADVICE OR DIAGNOSES, OR ENGAGE IN THE PRACTICE OF MEDICINE. THE CONTENTS OF THIS APP, INCLUDING TEXT, GRAPHICS, IMAGES, AND OTHER MATERIALS THAT MAY BE CREATED BY THE SERVICES OR OTHERWISE CONTAINED IN THE SERVICES - INCLUDING ANY TEXT OR SMS MESSAGES, QUESTIONNAIRES OR SURVEYS THAT WE MAY SEND YOU AND ANY INFORMATION THAT YOU MAY PROVIDE US IN REPLY - ARE FOR INFORMATIONAL PURPOSES ONLY, AND IS NOT INTENDED TO BE A SUBSTITUTE FOR MEDICAL ADVICE, DIAGNOSIS, TREATMENT, OR PUBLIC HEALTH INFORMATION.
THIS SERVICE IS NOT INTENDED TO APPRISE YOU OF THE RISK THAT YOU OR ANOTHER PERSON OR USER MAY OR MAY NOT HAVE OR OTHERWISE BEEN EXPOSED TO COVID-19. EVEN IF WE OFFER YOU FEATURES OR INFORMATION TO INDICATE THAT YOU MAY HAVE BEEN IN PROXIMITY WITH ANOTHER USER WHO HAS TESTED OR SELF-REPORTED AS POSITIVE FOR COVID-19, THAT IS FOR INFORMATIONAL PURPOSES ONLY. SIMILARLY, EVEN IF WE OFFER YOU FEATURES OR INFORMATION WHEREBY YOU OR OTHERS MAY SHARE INFORMATION POTENTIALLY RELEVANT TO GAUGING THE RISK THAT YOU OR OTHERS MAY OR MAY NOT HAVE BEEN EXPOSED TO OR TESTED POSITIVE FOR COVID-19, AIE TS CANNOT ASSURE YOU OF THE ACCURACY OF SUCH INFORMATION OR ITS IMPACT ON YOUR HEALTH. YOU NEED TO MAKE AN INDEPENDENT DETERMINATION. YOU SHOULD SEEK GUIDANCE FROM MEDICAL PROVIDERS OR LOCAL HEALTH OFFICIALS AS TO ANY RELATED QUESTIONS OR DECISIONS, INCLUDING WHETHER YOU OR OTHER USERS SHOULD BE, OR ARE ELIGIBLE TO BE, TESTED FOR COVID-19.
AIE TS DOES NOT ADMINISTER ANY COVID-19 TESTS. IF AIE TS RECEIVES OR PROVIDES YOU WITH ANY TEST INFORMATION OR RESULTS IN CONNECTION WITH OR THROUGH ITS SERVICES (INCLUDING FROM THIRD PARTY TEST OR MEDICAL PROVIDERS) IT IS FOR INFORMATIONAL PURPOSES ONLY. RELIANCE ON SUCH INFORMATION IS SOLELY AT YOUR OWN RISK. AS WITH ANY CLINICAL LABORATORY TEST THERE IS A POSSIBILITY OF FAILURE OR ERROR (BOTH FALSE POSITIVES AND FALSE NEGATIVES) IN COVID-19 TESTS. THERE IS ALSO THE POSSIBILITY OF TECHNICAL, ADMINISTRATIVE OR HUMAN ERROR. AIE TS IS NOT RESPONSIBLE AND WILL NOT BE LIABLE TO YOU OR ANYONE ELSE, FOR ANY TEST RESULTS PROVIDED BY A THIRD-PARTY TEST PROVIDER OR ANY RELATED ADVICE. IF YOU HAVE ANY QUESTIONS OR ISSUE REGARDING ANY COVID-19 TEST RESULTS, YOU SHOULD DIRECT IT TO THE PROVIDER OF SUCH SERVICES.
EVEN IF WE ARE PARTNERING WITH LOCAL OR STATE AUTHORITIES, IF YOU PROVIDE US INFORMATION ABOUT YOUR HEALTH AS PART OF OUR SURVEY OR QUESTIONNAIRES OR OTHERWISE, THERE IS NO ASSURANCE THAT ANYONE WILL FOLLOW UP WITH YOU AS A RESULT OF OUR SERVICES OR ANY DATA THAT YOU PROVIDED. IF YOU ARE NOT FEELING WELL, CONTACT YOUR HEALTH CARE PROVIDER OR 911 DIRECTLY.
IF AIE TS OR ANOTHER USER PROVIDES YOU ANY INFORMATION IN CONNECTION WITH OR THROUGH ITS SERVICES, RELIANCE ON SUCH INFORMATION IS SOLELY AT YOUR OWN RISK. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER, OR APPROPRIATE GOVERNMENT ENTITY, WITH ANY QUESTIONS YOU MAY HAVE REGARDING YOUR HEALTH OR COVID-19.
AIE TS DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC TESTS, PHYSICIANS, PRODUCTS, PROCEDURES, OPINIONS, OR OTHER INFORMATION THAT MAY BE MENTIONED IN THE SERVICES. EVEN IF WE DIRECT YOU OR LINK TO SPECIFIC TESTS OR SPECIFIC TEST PROVIDERS, OR OFFER ANY PROMOTIONS IN CONNECTION THEREWITH, WE ARE DOING SO SIMPLY FOR YOUR CONVENIENCE. YOU SHOULD MAKE YOUR OWN INFORMED JUDGMENT AS TO THEIR USE. YOU SHOULD NOT RELY ON AIE TS OR ITS SERVICES TO RECEIVE ANY RECOMMENDATION OR GUIDANCE REGARDING YOUR HEALTH.
IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 IMMEDIATELY.
7. AIE TS Rights
All right, title, and interest in and to the Services are and will remain the exclusive property of AIE TS and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. AIE TS reserves all rights not expressly granted in these Terms. You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding AIE TS or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
8. Restrictions on Use of the Services
We reserve the right at all times (but will not have any obligation) to remove or refuse to suspend and or terminate users without notice or liability to you.
You may not do any of the following while accessing or using the Services:
- access, tamper with, or use non-public areas of the Services, AIE TS’s computer systems, or the technical delivery systems of AIE TS’s providers;
- probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
- access or search or attempt to access or search the Services by any means (automated or otherwise) other than through any then- currently available, published interfaces that are provided by AIE TS (and only pursuant to any applicable terms and conditions), unless you have been specifically allowed to do so in a separate agreement with AIE TS (NOTE: scraping the Services without the prior consent of AIE TS is expressly prohibited);
- forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source- or location-identifying information;
- interfere with or disrupt (or attempt to do so) the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services;
- use, display, mirror or frame the Services or any individual element within the Services, AIE TS’s name, any AIE TS trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without AIE TS’s express written consent;
- avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by AIE TS or any of AIE TS’s providers or any other third party (including another user) to protect the Services;
- attempt to access or search the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by AIE TS or other generally available third-party web browsers;
- use the Services for any editorial or commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
- collect or store any personally identifiable information from other users of the Services without their express permission;
- violate any applicable law or regulation; or
- encourage or enable any other individual to do any of the foregoing.
9. Termination of these Terms
The Terms will continue to apply until terminated by either you or AIE TS as follows.
You may end your legal agreement with AIE TS at any time for any reason by deactivating your accounts and discontinuing your use of the Services. In order to deactivate your account, please do so by contacting us via the support center within the Services.
We may suspend or terminate your account or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or through the Services the next time you attempt to access your account.
In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services, except that the following sections shall continue to apply: 2, 4, 6, 7, 9, 10, 11, 12 and 13.
Nothing in this section shall affect AIE TS’s rights to change, limit or stop the provision of the Services without prior notice, as provided herein.
You will indemnify and hold harmless AIE TS and its officers, directors, employee and agents from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services or (ii) your violation of these Terms.
11. Disclaimers and Limitations of Liability
Please read this section carefully since it limits the liability of AIE TS and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, “AIE TS”). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.
A. Disclaimer of Warranties
Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, AIE TS DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, AIE TS DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM, INJURY OR DEATH THAT MAY RELATE TO OR ARISE FROM THESE SERVICES.
AIE TS makes no warranty and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, effectiveness, security or reliability of the Services including any information that we provide to you in connection therewith; (ii) any harm to your computer system or mobile device, loss of data, or other harm that results from your access to or use of the Services; (iii) the deletion of, or the failure to store or to transmit communications that may be maintained by the Services; (iv) any claim that the Services do not meet your requirements or are not available on an uninterrupted, secure, or error-free basis, (v) that the results that may be obtained from use of the Services will be accurate or reliable or (vi) that any action will be taken in relation to any information or data that you may provide us in connection with the Services, whether or not such information or data is gathered in coordination with any city, state or other governmental authorities; or (vii) any act or omission by any third parties, including with respect to any medical testing products or related providers.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM AIE TS OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
B. Limitations; Waivers of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AIE TS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) ANY PERSONAL INJURY, HARM OR DEATH ARISING FROM THE SERVICES; (II) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES OR THE RESULTS OF ANY SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY IN CONNECTION WITH OR RELATED TO THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (III) ANY CONTENT OBTAINED FROM THE SERVICES; OR (IV) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF AIE TS HEREUNDER IN IN CONNECTION WITH, ARISING OUT OF OR OTHERWISE RELATED TO THESE SERVICES EXCEED TEN U.S. DOLLARS (U.S. $10.00) OR, IF GREATER, ANY AMOUNTS PAID BY YOU TO US FOR THE PRODUCT OR SERVICES GIVING RISE TO THE UNDERLYING CLAIM; PROVIDED THAT, IF APPLICABLE LAW REQUIRES THE FOREGOING LIMIT ON LIABILITY TO BE GREATER IN ORDER TO BE ENFORCEABLE OR TO OTHERWISE COMPLY WITH AN APPLICABLE STATUTE, IT SHALL BE SET AT THE LOWEST LIMIT PERMISSIBLE TO COMPLY WITH SUCH LEGAL REQUIREMENTS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT ANY AIE TS ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
YOU HEREBY RELEASE AIE TS FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, ACTIONS, AND CAUSES OF ACTION, WHATSOEVER, ARISING OUT OF OR RELATED TO ANY LOSS, PROPERTY DAMAGE, PHYSICAL INJURY, CONTAGIOUS DISEASE OR DEATH THAT MAY BE SUSTAINED BY YOU WHICH MAY BE SUSTAINED BY YOU WHILE USING OR IN CONNECTION WITH THE USE OF THE SERVICES. THIS RELEASE WILL BE BINDING UPON YOUR RELATIVES, SPOUSE, HEIRS, NEXT OF KIN, EXECUTORS, ADMINISTRATORS, AND ANY OTHER INTERESTED PARTIES.
You waive and relinquish any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver, including any all rights and benefits which you have or may have under California Civil Code Section 1542 or any similar provision of the statutory or non-statutory law of any other jurisdiction (including without limitation Missouri, Delaware and Pennsylvania) to the full extent that you may lawfully waive all such rights and benefits. You acknowledge that the releases in these Terms are intended to be as broad and inclusive as permitted by law, and as a complete and continuous release and waiver of liability for any and all use of the Services.
The Services may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by AIE TS of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
12. Governing Law and Dispute Resolution
These Terms shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions, and you agree to the exclusive jurisdiction of the courts in Dover, DE for any dispute, claim or litigation arising out of or relating these Terms or your use of the Services.
Except for a claim by AIE TS of infringement or misappropriation of AIE TS’s patent, copyright, trademark, or trade secret, any and all disputes between you and AIE TS arising under or related in any way to these Terms must be resolved through binding arbitration as described in this section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to your use of the Services.
YOU AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND AIE TS ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND AIE TS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
(a) Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and us and our employees, agents, successors, or assigns, regarding or relating to the Services or these Terms shall exclusively be settled through binding and confidential arbitration.
(b) Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by these Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s rules for commercial arbitration and, if the arbitrator deems them applicable, the procedures for consumer-related disputes.
(c) You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
(d) You and we must abide by the following rules: (1) any claims brought by you or us must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding; (2) the arbitrator may not consolidate more than one person’s claims; may not otherwise preside over any form of a representative or class proceeding, and may not award class-wide relief, (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (4) we also reserve the right in our sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitrator’s award shall be final and may be enforced in any court of competent jurisdiction; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by the applicable law.
(e) Notwithstanding the foregoing, either you or we may bring an individual action in small claims court. Further, claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in Los Angeles, California. Additionally, notwithstanding these Terms to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in New York, New York in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within Los Angeles County, CA for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
(f) With the exception of subparts (1) and (2) in the paragraph 10(b) above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Agreement, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subparts (1) and (2) in such paragraph (prohibiting arbitration on a class or collective basis) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor we shall be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in Los Angeles County, CA.
(g) Notwithstanding any provision in these Terms to the contrary, if we seek to terminate the Dispute Resolution section as included in these Terms, any such termination shall not be effective until 30 days after the version of these Terms not containing the agreement to arbitrate is posted to the Services, and shall not be effective as to any claim of which you provided us with written notice prior to the date of termination. For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
13. General Terms
The failure of AIE TS to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. You may not assign or transfer these Terms, by operation of law or otherwise, without AIE TS’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be void. AIE TS may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by AIE TS under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
We may revise these Terms from time to time, the most current version will always be available within the Services. If the revision, in our sole discretion, is material we will notify you via email to the email associated with your account or through the Services. If you do not wish to be bound by any such revisions to the Terms, you must end these Terms with us as set forth in Section 9 above. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.