Terms of Service (“Terms”)
The Ambassadors Circle, LLC: Last Modified: June 11, 2020
1.1 If you choose to use acircle.org and/or votewithlove.org website (the “Sites”), The Ambassadors Circle’s mobile sites and applications, other downloads, and/or current or future features such as an RSS feed or an API (collectively, the “Services”), you signify that you have read, understand, and agree to abide by these terms of service (the “Terms”) between you and The Ambassadors Circle, LLC (also referred to as “The Ambassadors Circle”, “us” or “we”). You may use the Services only if you have the power to form a legal contract with The Ambassadors Circle. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these Terms.
1.2 We may revise these Terms occasionally and the most current version will always be posted on the Sites. If a revision, in our sole discretion, is material, we will notify you using the email address you have associated with your Ambassadors Circle Account. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Services. If you have any questions regarding these Terms, please direct them to [email protected]
1.3 The Ambassadors Circle will strive to provide you with a consistent, efficient, and pleasant user experience. From time to time, however, we may need to alter, add, or remove certain features or functionality of the Services without notice. We may change, suspend or discontinue any aspect of the Services at any time, including the availability of any Services feature, database, or content. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.
The Services are not available to persons under the age of 13. This is important enough for us to capitalize it. BY REMAINING ON THE SITES AND/OR USING THE SERVICES, YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OF AGE.
The Ambassadors Circle Accounts (described further below in Section 3) are not available to persons under the age of 18 or under the applicable state age of majority without parental consent. BY REGISTERING AN ACCOUNT WITH THE AMBASSADOR’S CIRCLE AND/OR THE SITE, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE OR THE APPLICABLE STATE AGE OF MAJORITY. Minors may use the Services only if a parent or legal guardian grants the minor permission, assumes the responsibilities of these Terms, and contacts us at [email protected] Registration of an Ambassadors Circle Account will only be processed and granted via direct contact between The Ambassadors Circle and the aforementioned email address.
If you are a parent of a minor who has accessed any of the Sites or used the Services in violation of the terms of this Agreement, please contact us immediately at [email protected] in order to allow us to terminate your child’s membership and remove all information provided by your child to us. Please be aware that while The Ambassadors Circle attempts to ensure that links to inappropriate web sites or content are not included on the Sites, parents and guardians are ultimately responsible for monitoring their child’s use of the Sites.
3. Create an Ambassadors Circle Account and Keep it Secure
4.1 The Sites and the Services are owned and operated by The Ambassadors Circle. The visual interfaces, graphics, design, compilation, information, computer code (including source code and object code), news articles, photographs, images, illustrations, infographics, audio clips and video clips services, and all other elements of the Services (collectively, the “Content”), excluding third-party content and user-generated content are owned by The Ambassadors Circle and protected by United States intellectual property laws, including copyright, trade dress, and/or trademark laws, international conventions, and all other applicable laws. These Terms do not grant you any rights to use The Ambassadors Circle trademarks, logos, domain names, or other brand features. While we appreciate user feedback, please understand that we may use any feedback, comments, or suggestions you provide without any obligation to you. The technology we use to provide the Services is protected by the intellectual property laws of both the United States and foreign countries. The Services are intended for your personal, noncommercial use. You will abide by all copyright notices, information, or restrictions contained in any Content accessed through the Services.
4.2 The Services and the Content are protected by copyright pursuant to U.S. and international copyright laws. You may not reproduce, modify, publish, transmit, participate in the transfer or sale of, (except as provided in Section 4.3 of these Terms), create new works from, display, distribute, or perform, or in any way exploit, any of the Content or the Services.
4.3 You may download or copy only those portions of the Content that are expressly made available for downloading or copying on the Sites and for personal use only, as long as you maintain all copyright and other notices contained therein. Copying or storing of any Content for other than personal use is expressly prohibited without prior written consent from The Ambassadors Circle or the copyright holder identified in the copyright notice or other attribution contained in the Content.
4.4 The Content and the Services are owned by or licensed to The Ambassadors Circle or otherwise lawfully used. Certain Content may come from third parties, and The Ambassadors Circle will not be liable for any inaccuracies, delays, errors, or omissions in any such third-party content, or in the transmission or delivery of all or any part of such content, or for any damages arising from such content.
4.5 The Services and/or the Site may contain links to third-party websites or resources. The Ambassadors Circle does not endorse and is not responsible or liable for their availability, accuracy, the related content, products, or services. You are solely responsible for your use of any such websites or resources.
4.6 You are responsible for any telephone, data plan, internet, broadband, or other service charges incurred as a result of using or accessing the Services and agree that you will be solely responsible for all disputes with any telephone company or internet service provider related to such charges.
4.7 Software and Updates. Some use of the Services may require you to download a mobile application or other software (“Software”). To that extent, the Ambassadors Circle hereby grants you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services and solely for personal, non-commercial use. Your license to use the Software is automatically revoked if you violate these Terms, including but not limited to violating these Terms in a manner that implicates our intellectual property rights. We reserve all rights not expressly granted in these Terms. You must not reverse engineer or decompile the Software, nor attempt to do so, nor assist anyone else to do so. The Ambassadors Circle may update the Software on your device automatically when a new version is available.
5. USER-GENERATED CONTENT
5.1 You must not upload to or otherwise publish on the Services any defamatory, libelous, obscene, pornographic, abusive, or otherwise illegal material. You agree that you will not threaten or verbally abuse other users, use defamatory language, or deliberately disrupt discussions with repetitive messages, meaningless messages, or “spam.”
To the extent The Ambassadors Circle enables bulletin board services, chat areas, forums, communities and/or other message or communication facilities on the Sites or through any aspect to the Services (collectively “Forums”), you agree to use the Forums only to send and receive messages and material that are proper, legal, and not offensive or threatening. You acknowledge that all communications contained in any Forum are public and not private, and therefore that your communications may be read by others without your knowledge. The Ambassadors Circle does not control or endorse the content, messages or information found in any Forum and, therefore, The Ambassadors Circle specifically disclaims any liability with regard to any Forum and any actions resulting from your participation in any Forum.
The Ambassadors Circle wants to cultivate an online community in which users feel welcome and safe. Accordingly, you agree not to use language that abuses or discriminates on the basis of race, religion, nationality, gender, sexual preference/identity, age, disability, or other such traits. Hate speech of any kind, as determined by The Ambassadors Circle in its sole discretion, is grounds for immediate and permanent suspension of access to all or part of the Services.
The Ambassadors Circle also wants to foster vigorous, active and respectful debate through the Services. As such personal attacks are a direct violation of these Terms and are grounds for immediate and permanent suspension of access to all or part of the Services.
5.2 Although The Ambassadors Circle has no obligation to monitor any forums or submissions, you acknowledge that any submissions you make to The Ambassadors Circle and/or any forums associated with it (i.e., user-generated content including comments, forum messages, reviews, text, video, audio, and photographs, as well as computer code and applications) (each, a “Submission”) may be removed, edited, modified, published, transmitted, and displayed by The Ambassadors Circle, and you waive any rights of approval or other rights related to The Ambassadors Circle’s alteration or modification of the Submission. Submissions made to The Ambassadors Circle may also eventually be made available for republishing through other formats, including RSS feeds.
5.3 You may only use the Services for noncommercial purposes. You will not, without the express approval of The Ambassadors Circle, distribute or otherwise publish any Submission containing any solicitation of funds, advertising, or solicitation for goods or services.
5.4 You grant The Ambassadors Circle a perpetual, nonexclusive, world-wide, royalty free, sub-licensable license to the Submissions, which includes without limitation, the right for The Ambassadors Circle or any third party it designates, to use, copy, transmit, excerpt, publish, distribute, publicly display, publicly perform, create derivative works of, host, index, cache, tag, encode, modify and adapt (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed (“Media”), any Submission posted by you on or to the Services or any other website or platform owned or operated by The Ambassadors Circle, including any Submission posted on or to the Services through a third party. By making a Submission, you are consenting to its display and publication on the Site and in the Services and for related online and offline promotional uses.
5.5 While The Ambassadors Circle does not and cannot review every Submission, and is not responsible for the content of Submissions, The Ambassadors Circle reserves the right to delete, move, or edit Submissions that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of copyright or trademark laws, or otherwise in violation of these Terms.
6. ACCEPTABLE USE POLICY
You agree not to misuse or attempt to misuse the Services, and will use the Services only in a manner consistent with these Terms. By using the Services you agree not to:
- rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer your Ambassadors Circle Account or any of your rights granted by The Ambassadors Circle under these Terms;
- impersonate any person or entity, falsely claim an affiliation with any person or entity, access the Ambassadors Circle Accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Services, or perform any other similar fraudulent activity;
- use the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
- defame, harass, abuse, threaten or defraud The Ambassadors Circle users or third parties, or collect, or attempt to collect, personal information about The Ambassadors Circle users or third parties without their explicit consent;
- remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services;
- reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
- modify, adapt, translate, or create derivative works based on the Services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
- access the Services through any automated means, including “robots,” “spiders,” “scrapers,” or “offline readers”;
- introduce viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment related to the Services;
- damage, disable, overburden, impair, interfere with, disrupt, or gain unauthorized access to the Services, including The Ambassadors Circle’s or its agents’ servers, computer networks, or third-party Ambassadors Circle Accounts, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
- encourage or facilitate conduct that would constitute a criminal offense or give rise to civil liability;
- interfere with any other party’s use and enjoyment of the Services;
- intentionally interfere with or damage operation of the Services or any user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code; or
- attempt to do any of the foregoing.
If The Ambassadors Circle reasonably believes that you are violating any of these prohibitions or are otherwise violating these Terms, we may terminate your Ambassadors Circle Account and block or restrict your access to the Sites and any other aspects of the Services. If we terminate your Ambassadors Circle Account, you agree to immediately stop accessing or using the Services, and you agree not to circumvent, avoid, or bypass such restrictions, or otherwise restore or attempt to restore such access or use. The Ambassadors Circle reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the Services, including technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.
7. Digital Millennium Copyright Act
Some areas of the Sites are public. Any content posted on the Site must respect the intellectual property rights of others. You must not post or otherwise add (“Post”) infringing content to the Site or through the Services. If you Post content that contains any intellectual property, including audio/visual works, literary works, musical works, sound recordings, and or other intellectual property, you must be the owner of such intellectual property or have all required rights, licenses, consents, and permissions to use such intellectual property on or in connection with the Services. In addition to being grounds for removal of your Posting, termination of your Account, and any other remedy The Ambassadors Circle may have against you, your failure to own or obtain such rights may subject you to civil and/or criminal liability.
If you are a copyright owner or an agent thereof, and you believe any content submitted to and hosted on the Site infringes your copyrights, then you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing The Ambassadors Circle’s Designated Copyright Agent with the following information in writing:
(i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Website are covered by a single notification, a representative list of such works on the Website;
(iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit The Ambassadors Circle to locate the material;
(iv) information reasonably sufficient to permit The Ambassadors Circle to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
(v) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law (for example, “I am under the good faith belief that the use of the copyrighted content that is identified herein is not authorized by the copyright owner, its agent, or the law.”); and
(vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (for example, “I swear, under penalty of perjury, that the information in this notification is accurate and that I am the copyright owner, or authorized to act on behalf of the copyright owner, of the copyright(s) that is/are allegedly infringed by the aforementioned content.”).
Please consult your legal counsel (or see 17 U.S.C. § 512) to confirm these requirements and your compliance therewith. It is The Ambassadors Circle’s policy to respond to notices of alleged infringement that comply with the DMCA. In addition, The Ambassadors Circle will promptly terminate without notice the Accounts of users that are determined by The Ambassadors Circle to be “repeat infringers.” If The Ambassadors Circle receives more than three takedown notices regarding a user’s Postings, then that user will be considered a repeat infringer and that user’s Account will be terminated.
The Ambassadors Circle’s Designated Copyright Agent to receive notifications and counter-notifications of claimed infringement can be reached by email at [email protected] or mail at 981 Mission Street, San Francisco, CA 94103. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
Upon receipt of a written DMCA notice complying with the requirements listed above, The Ambassador’s Circle shall (1) remove or disable access to the material that is alleged to be infringing; (2) forward the written DMCA Notice to such alleged infringer; and (3) take reasonable steps to promptly notify the alleged infringer that it has removed or disabled access to the material.
If you believe that your Posting that was removed is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to law, to submit the Posting to the Site, then you may send a counter notification containing the following information to The Ambassadors Circle’s Designated Copyright Agent at the address listed above:
(i) Your physical or electronic signature
(ii) Identification of the Posting that was removed or to which access has been disabled and the location at which the content appeared before it was removed or access to it was disabled;
(iii) A statement under penalty of perjury that you have a good faith belief that your Posting was removed or disabled as a result of mistake or misidentification of the Posting to be removed or disabled; and
(iv) Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in San Francisco County, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter notice is received by the Designated Copyright Agent, then The Ambassadors Circle may send a copy of the counter notice to the original complaining party informing that person or entity that The Ambassadors Circle may restore the removed Posting or cease disabling access to it in ten business days. Unless the copyright owner files an action seeking a court order against the person submitting the Posting, the removed Posting may be replaced, or access to it restored, in ten to fourteen business days or more after receipt of the counter notice, at The Ambassadors Circle’s sole discretion.
8. THIRD-PARTY WEBSITES AND CONTENT
9. REPRESENTATIONS AND WARRANTIES; DISCLAIMER
9.1 You represent and warrant that (i) no materials of any kind submitted through your The Ambassadors Circle Account or otherwise to the Sites or Services, including but not limited to any Submissions, will infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights; (ii) , all registration information you submit will be true, accurate, and complete, and such remains current at the time you use the Services (iii) you have the legal capacity to agree to these Terms, and you agree to comply with these Terms (iv) you are not a minor in the jurisdiction in which you reside, or you are at least 13 years old and have your parent or guardian’s express consent to agree to these Terms (v) you will not access the Sites or use the Services through automated or non-human means, whether through a bot, script or otherwise (vi) you will not access the Sites or use the Services for any illegal or unauthorized purpose (vii) your use of the Sites and the Services will not violate any applicable law or regulation.
9.2 The Ambassadors Circle does not represent, warrant or endorse the accuracy or reliability of any opinion, advice, statement, or other information displayed, uploaded, or distributed through the Services by any user, information provider, or any other person or entity. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information will be at your own risk. THE SERVICES AND ALL DOWNLOADABLE SOFTWARE ARE DISTRIBUTED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU HEREBY ACKNOWLEDGE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK.
10. FEES AND PAYMENTS
The Ambassadors Circle reserves the right at any time to charge fees for access to any or all portion of the Services. In no event, however, will you be charged for access to the Services unless we obtain your prior agreement to pay such charges. Thus, if at any time we require a fee for any portions of the Services, we will give you advance notice of such fees. You may cancel your Ambassadors Circle Account at any time. All new fees, if any, will be posted prominently on the Site and in other appropriate locations on the Services. You will pay all fees and charges incurred through your Ambassadors Circle Account at the rates in effect for the billing period in which such fees and charges are incurred, including, but not limited to charges for any digital products or services offered for sale through the Services by us or by any other vendor or service provider. All fees and charges will be billed to and paid for by you. You will pay all applicable taxes relating to use of the Services through your Ambassadors Circle Account.
To the extent fees are applicable to your activities on the Sites or Services, we use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the Services for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms of Service. We are not responsible for error by the Payment Processor. By making a purchase through the Services, you agree to pay us, through the Payment Processor, all charges as set forth at the time of your purchase in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your payment provider. You agree to make payment using that selected payment method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment. You agree to provide current, complete, and accurate purchase and account information to the Payment Processor for all purchases you make in connection with the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date with the Payment Processor. Sales tax will be added to the price of purchases as deemed required by us. All sales are final and no refund will be issued.
11. COMMUNICATION WITH THE AMBASSADORS CIRCLE
11.1 By providing your personal information to us when you set up your Ambassadors Circle Account, or by submitting personal information through the services (including through any webform or other submission portal we make available through the Services), you grant The Ambassadors Circle, its assigns, and certain third-party vendors permission to contact you at the email address associated with your account to provide you with information about products and services. To stop receiving our marketing emails, you may follow the opt-out procedures in our marketing emails.
11.2 The Ambassadors Circle, LLC reserves the right to send electronic mail to you for the purpose of informing you of changes or additions to the Services.
11.4 The Ambassadors Circle, LLC may contact you via e-mail regarding your participation in user surveys, or asking for feedback on current Services or prospective products and services. This information will be used to improve the Services and better understand The Ambassadors Circle’s users. Any information we obtain in such surveys will not be shared with third parties, except in aggregate form.
You can stop using the Services at any time. The Ambassadors Circle reserves the right to suspend or end the Services at any time, with or without cause, and with or without notice. For example, we may suspend or terminate your use of the Services if you are not complying with these Terms, or use the Services in any way that would cause us legal liability or disrupt others’ use of the Services. You may terminate your Ambassadors Circle Account at any time through your account settings or by e-mailing us at [email protected] Upon termination, we may send you an automated confirmation via e-mail that the cancellation was processed, and we will suspend your access to features of the Services that require an Ambassadors Circle Account.
All cancellation or refund requests for paid memberships must be emailed to [email protected], made by the attendee or credit card holder and must include the name of the attendee, date membership began, and the confirmation which can be found in the welcome email that was sent upon sign up. Refunds will be credited back to the original credit card used for payment.
The Ambassadors Circle may, in its sole discretion, terminate or suspend your access to all or part of the Services for any reason, including, without limitation, breach or assignment of these Terms.
Your only remedy with respect to any dissatisfaction with (i) the Services, (ii) any provision in these Terms, or (iii) any policy or practice of The Ambassadors Circle in operating the Services is to discontinue use of the Services and terminate your Ambassadors Circle Account.
14. THE SERVICES ARE AVAILABLE “AS-IS”
THE AMBASSADORS CIRCLE AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE AMBASSADORS CIRCLE OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
YOU EXPRESSLY AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES, AND ANY INFORMATION, THIRD-PARTY SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
THE AMBASSADORS CIRCLE, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. THE AMBASSADORS CIRCLE, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES OR ANY THIRD-PARTY WEBSITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE SERVICES AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR DEVICE) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH SERVICES, MATERIAL OR DATA.
15. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE AMBASSADORS CIRCLE, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT THE AMBASSADORS CIRCLE HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF $50 OR THE AMOUNTS PAID BY YOU TO THE AMBASSADORS CIRCLE FOR THE PAST THREE MONTHS OF THE SERVICES.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IS SUCH A JURISDICTION, SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS IN THESE TERMS OF SWERVICE MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION APPLICABLE TO YOU.
YOU AND THE AMBASSADORS CIRCLE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
You agree to indemnify and hold The Ambassadors Circle, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Services, any violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you herein. The Ambassadors Circle reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify The Ambassadors Circle, and you agree to cooperate with The Ambassadors Circle’s defense of these claims. The Ambassadors Circle will use commercially reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
In the interest of resolving disputes between you and The Ambassadors Circle in the most expedient and cost effective manner, you and The Ambassadors Circle agree that any and all disputes arising in connection with these Terms will be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement with you to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms. You understand and agree that, by entering into these Terms, you and The Ambassadors Circle are each waiving the right to a trial by jury or to participate in a class action.
Notwithstanding the paragraph immediately above, you and The Ambassadors Circle agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, or (iv) file suit in a court of law to address intellectual property infringement claims not otherwise precluded by these Terms.
Any arbitration between you and The Ambassadors Circle, LLC will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), subject to any modification by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879.
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified mail or nationally recognized overnight courier (signature required), or, in the event that we do not have a current physical address on file for you, by email (“Notice”). The Ambassadors Circle’s address for Notice is: 981 Mission Street, San Francisco, CA 94103; [email protected] The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or The Ambassadors Circle may commence an arbitration proceeding.
Any arbitration hearings will take place at a location to be agreed upon in San Francisco County, California, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance-based telephonic hearing, or by an in-person hearing as established by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
YOU AND THE AMBASSADORS CIRCLE 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. Further, unless both you and The Ambassadors Circle agree otherwise, you will not request the arbitrator or court to consolidate more than one person’s claims, or to otherwise preside over any form of a representative or class proceeding.
These Terms will be governed by California law except for its conflicts of law principles. All claims arising out of or relating to these Terms, if not subject to arbitration as provided herein, must be litigated exclusively in the federal or state courts of San Francisco County, California, and both you and The Ambassadors Circle consent to venue and personal jurisdiction there. You agree that the Uniform Computer Information Transaction Act (or any statutory implementation of it) and the United Nations Convention on the International Sale of Goods will not apply with respect to these Terms or your relationship with The Ambassadors Circle. These Terms constitute the entire and exclusive agreement between you and The Ambassadors Circle with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services. Upon termination of these Terms, any provision, which by its nature or express terms should survive, will survive such termination or expiration. These Terms create no third party beneficiary rights. The Ambassadors Circle’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void, but The Ambassadors Circle may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. The Ambassadors Circle and you are not legal partners or agents; instead, our relationship is that of independent contractors. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.