THE TERMS AND CONDITIONS SET FORTH BELOW (“TERMS”) GOVERN YOUR USE OF THE PARLEY PRO WEB APPLICATION PLATFORM SERVICES (COLLECTIVELY, THE “SERVICES”). THESE TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND PARLEY PRO AND GOVERN YOUR ACCESS TO, AND USE OF, THE SERVICES AND THE PARLEY PRO WEBSITE (THE “SITE”). IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE, THE SERVICES OR ANY INFORMATION CONTAINED ON THIS SITE. YOUR USE OF THIS SITE AND/OR THE SERVICES SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. PARLEY PRO MAY UPDATE OR REVISE THE TERMS OF THIS AGREEMENT WITHOUT NOTICE AT ANYTIME. PLEASE REVIEW THE SITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY MODIFICATION OF THE TERMS.
NOTE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND TIME LIMIT ON SUBMITTING CLAIMS THAT AFFECT YOUR RIGHTS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.
Parley Pro will provide the Services, and you may access and use the Services, in accordance with this Agreement. If you order Services through an order form or SaaS Services and Support Agreement (each an “Order Form”), the Order Form may contain additional terms and conditions and information regarding the Services you are ordering. Unless otherwise expressly set forth in any such additional terms and conditions applicable to the specific Services which you choose to use, those terms and conditions are hereby incorporated into this Agreement in relation to your use of those Services.
You acknowledge and agree that Parley Pro may remove all or a part of any User Content from the Services in the event of a claim as described in the Section below titled “Copyright and Trademark Infringements.”
You shall use the Services exclusively for authorized and legal purposes, consistent with all applicable laws, rules, and regulations, including those related to the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, the HK Prevention of Bribery Ordinance 1970, the Singapore Prevention of Corruption Act (Cap. 241), export control, spamming, privacy, data protection, intellectual property, consumer and child protection, pornography, obscenity or defamation. You agree that you will not, and will not permit any employee or service provider of yours who has been assigned a unique user name and password to access and use the Services (“Authorized User”) or other third party to: (a) copy, modify, adapt, alter, translate, display or use the Services, except as expressly allowed herein or in the applicable documentation; (b) sublicense, lease, rent, loan, distribute, resell, provide access to the Services on a time-share or service bureau basis, or otherwise transfer the Services, including, as applicable, the documentation, software, associated user interfaces, help resources, and any related technology or services Parley Pro makes available via the Services and the internet, and all updates and upgrades thereto, if any, to any third party; (c) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services; (d) contest or do or aid others in contesting or doing anything which impairs the validity of any proprietary or intellectual property rights, title, or interest of Parley Pro in and to the Services; (e) obliterate, alter, or remove any proprietary or intellectual property notices from the Services in physical or electronic form; (f) use the Services to interfere with, gain unauthorized access to, or otherwise violate the security of Parley Pro’s or another party’s server, network, network access, personal computer or control devices, software or data, or other system, or to attempt to do any of the foregoing; (g) use the Services to violate any applicable law, statute, ordinance or regulation; or (h) use the Services to transmit, publish, or distribute any material or information (1) that contains a computer virus or other code, files, or programs designed to disrupt or interfere with the functioning of the Services, (2) for which you do not have all necessary rights and licenses, including any material or information that infringes, violates, or misappropriates the intellectual property rights of any third party, or (3) that is or that may reasonably be perceived as being harmful, threatening, offensive, obscene, or otherwise objectionable.
Depending on the account tier that you are registered for, there may be storage limits associated with your account.
Subject to the terms and conditions herein, Parley Pro grants you a limited, non-exclusive, non-transferable (except as expressly permitted by this Agreement) right to access and to use the Services for your company’s internal business purposes, and, with respect to the Parley Pro mobile application software and related documentation (collectively, the “Applications”), Parley Pro grants you a limited, non-exclusive and non-transferable right to access, download and use the Applications solely for your internal business use. Except for the rights set forth in the preceding sentences above, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Services or Applications in any manner. You shall not distribute the Services, access to the Services or Applications in any manner to any third party. Except as stated herein, you acknowledge that you have no right, title or interest in or to the Services or Applications.
The Content is made available to you by Parley Pro and is the copyrighted and/or trademarked work of Parley Pro or Parley Pro’s contributors. Except as otherwise restricted by these Terms, Parley Pro grants you a limited, personal, non-exclusive and non-transferable license to use and to display for your internal business purposes one copy of the Content and to use the Site and Services solely for your personal or internal business use, provided that you: (a) retain all copyright and other proprietary notices on the Content; (b) use it solely for personal or internal, non-commercial use or in accordance with any applicable subscription plan; and (c) do not modify it in any way.
If you are or become a direct competitor of Parley Pro, you may not access or use the Services without Parley Pro’s explicit, advance, written consent, and then only for the purposes authorized in writing.
Except for the limited use license above, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Content, the Site or the Services in any manner. You shall not distribute the Content or the Services in any manner to any third party.
If you have uploaded User Content on the Services, you retain all rights that you possess to your User Content. You grant to Parley Pro, a non-exclusive, worldwide, perpetual license (except to the extent you have deleted your User Content) to host and make the User Content available on the Services in accordance with the access rights that you select. You grant to the Authorized Users who access your account, a non-exclusive, worldwide, perpetual license to use User Content for their personal or business use, in accordance with the levels of permission you set.
Parley Pro cannot and does not undertake to screen, review, edit, censor and/or otherwise filter and/or control User Content and/or the behavior of users of User Content and/or the Services. Parley Pro may, but is not obliged to, review, either by manual and/or automated means, all User Content which is and/or may be uploaded on the Services, and monitor and/or review any areas of the Services where users transmit and/or post communications or communicate with each other or Parley Pro (as applicable). Parley Pro reserves the right (but has no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Documentation and/or otherwise create liability for us or any other person. Such action may include without limitation removing your User Content, terminating your Account, and/or reporting you to law enforcement authorities.
PARLEY PRO DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES WITH REGARD TO ALL USER CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PARLEY PRO DISCLAIMS ANY LIABILITY OF ANY KIND WITH REGARD TO ALL USER CONTENT, INCLUDED, WITHOUT LIMITATION, INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY.
You may be given access to certain password protected areas of the Site and the Services. You are responsible for maintaining the confidentiality of your password, registration data and for any and all activity that occurs under your password. You agree to notify Parley Pro immediately of any unauthorized use of your password or any other breach of security relating to the Site and the Services. Manager may invite other users or “Authorized Users” to collaborate on their account. Only the Manager of an account, not Authorized Users, may elect to remove User Content from the Manager’s account on the Services. Manager agrees to comply with the conditions and restrictions set forth in the Section titled “Your Responsibilities.” You shall not, and shall not attempt to, access any data of another Parley Pro account holder if you are not an Authorized User under the applicable account.
Paid subscriptions are payable in advance for the applicable subscription period that you select. If you purchase a paid subscription, you are expressly agreeing that Parley Pro is permitted to bill you the applicable fees, any applicable tax and any other charges you may incur with Parley Pro in connection with your purchase on the Site (“Charges”). The Charges will be billed to the credit card, PayPal account you provide in accordance with the billing terms in effect at the time the Charges are due and payable or directly invoiced. If payment is not received or cannot be charged to your credit card or PayPal account for any reason in advance, Parley Pro reserves the right to either suspend or terminate your access to your account and the Services offered through the Site and terminate these Terms. All purchases are non-cancellable and all charges are non-refundable.
By using the Site, you consent to receiving electronic communications from Parley Pro. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Services. These electronic communications are part of your relationship with Parley Pro and you receive them as part of your purchase. You agree that any notices, agreements, disclosures or other communications that Parley Pro sends you electronically will satisfy any legal communication requirements, including that such communications be in writing.
If you have purchased a paid subscription to the Services, your subscription will automatically renew for additional, successive subscription periods equal in duration to the initial subscription period unless you have terminated your subscription prior to the next renewal period. You may terminate your subscription at any time and you will not be obligated to pay any additional fees for upcoming subscription renewal periods but any subscription fees you have paid in advance will not be refunded.
You acknowledge and agree that Parley Pro will automatically charge your credit card or PayPal account on record with Parley Pro for the then-current subscription period upon the commencement of any renewal period.
Certain information and other content appearing in advertisements or sponsorships on the Services may be the material of third party licensors and suppliers to Parley Pro (“Third Party Content”). Third Party Content does not include User Content. The Third Party Content is, in each case, the copyrighted and/or trademarked work of the creator/licensor. You agree to only display the Third Party Content on your computer solely for your personal use or business use. You acknowledge and agree that you have no right to download, cache, reproduce, modify, display (except as set forth in this paragraph), edit, alter or enhance any of the Third Party Content in any manner unless you have permission from the owner of the Third Party Content. PARLEY PRO DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH REGARD TO THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
This Site may be linked to other sites that are not the Site. Parley Pro is providing these links to you only as a convenience, and Parley Pro is not responsible for such linked sites, including, without limitation, the content or links displayed on such sites.
If you use software tools to import content from other sources on the Internet to create User Content, you agree that you have all necessary rights and permissions to use such content and to create the User Content using that third party content and that you will only submit and use User Content in any account that you register for or have access to in a manner that complies with all applicable laws and regulations. You further agree that you will not upload, post or otherwise make available on the Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from any Submission and/or User Content that you make. You represent and warrant that: (i) you own all submissions (“Submissions”) and/or User Content posted by you on or through the Services or otherwise have the right to grant the licenses to Parley Pro set forth in this section, and (ii) the posting of your Submissions and/or User Content on or through the Services does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions and/or User Content posted by you to or through the Services. Parley Pro shall have no obligation to pay you any fees or royalties for your Submissions and/or User Content.
You are responsible for the activities of all end users, whether Authorized Users or not, who access or use the Services through your account and you agree to ensure that any such end user will comply with the terms of this Agreement and any Parley Pro Policies. Parley Pro assumes no responsibility or liability for violations. If you become aware of any violation of this Agreement in connection with use of the Services by any person, please contact Parley Pro at email@example.com. Parley Pro may investigate any complaints and violations that come to its attention and may take any (or no) action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or User profiles. Under no circumstances will Parley Pro be liable in any way for any data or other content viewed while using the Services, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content.
YOU EXPRESSLY ACKNOWLEDGE THAT BY ALLOWING THE USE OF THE SERVICES PARLEY PRO IS NOT PROVIDING LEGAL, ACCOUNTING, TAX OR ANY OTHER PROFESSIONAL SERVICES AND THAT YOU ARE SOLELY RESPONSIBLE FOR SOLICITING ANY PROFESSIONAL ADVICE YOU DEEM NECESSARY IN THE COURSE OF USING THE SERVICES.
Unauthorized use of any User Content, the Services or Third Party Content contained on the Site may violate certain laws and regulations. You agree to indemnify and hold Parley Pro and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) Parley Pro or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party based on your submitted User Content and/or that your use of the Services or Third Party Content or the use by any person using your user name and/or password violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third party. Parley Pro may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Parley Pro’s discretion, Parley Pro will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Site, the Services or on the Internet.
Parley Pro is a trademark owned by Parley Pro, Inc. Parley Pro and/or its licensors, as applicable, retain ownership of all proprietary rights in the Services and in all trade names, trademarks, service marks, logos, and domain names (“Parley Pro Marks”) associated or displayed with the Services. You may not frame or utilize framing techniques to enclose any Parley Pro Marks, or other proprietary information (including images, text, page layout, or form) of Parley Pro without express written consent. You may not use any metatags or any other “hidden text” utilizing Parley Pro Marks without Parley Pro’s express written consent.
Other trademarks, names and logos on the Site are the property of their respective owners.
Unless otherwise specified in these Terms, all information and screens appearing on the Site and through the Services, including documents, Services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of Parley Pro, its licensors or owners of third-party links. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
Notification: Parley Pro respects the intellectual property of others, and Parley Pro asks you to do the same. Parley Pro may, in appropriate circumstances and at our discretion, terminate access to the Site to users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or a trademark infringement and appears on the Site, please provide Parley Pro’s copyright agent the following information:
Parley Pro’s agent for notice of claims of copyright or trademark infringement on the Site can be reached as follows:
By phone: 650-670-7954
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
Counter-Notification: If you elect to send us a counter notice, to be effective it must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):
Such written notice should be sent to our designated agent as follows:
By mail: 3 Ventana Ct., Emerald Hills CA 94062
By phone: 650-670-7954
By email: firstname.lastname@example.org
Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
Only the intellectual property rights owner may report potentially infringing items through Parley Pro’s reporting system set forth above. If you are not the intellectual property rights owner, you should contact the intellectual property rights owner and they can choose whether to use the procedures set forth in these Terms.
YOUR USE OF THIS SITE AND/OR THE SERVICES IS AT YOUR OWN RISK. THE USER CONTENT, THE SERVICES, THE THIRD PARTY CONTENT AND SUBMISSIONS HAVE NOT BEEN VERIFIED OR AUTHENTICATED IN WHOLE OR IN PART BY PARLEY PRO, AND THEY MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL OR OTHER ERRORS. PARLEY PRO DOES NOT WARRANT THE ACCURACY OR TIMELINESS OF THE USER CONTENT, SUBMISSIONS OR THE THIRD PARTY CONTENT CONTAINED ON THIS SITE. PARLEY PRO HAS NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE USER CONTENT, SUBMISSIONS AND/OR THE THIRD PARTY CONTENT, WHETHER PROVIDED BY PARLEY PRO OR OUR LICENSORS.
PARLEY PRO, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THIS SITE, THE SERVICES, ANY MATERIALS, SUBMISSIONS, USER CONTENT, USER SITES, OR THIRD PARTY CONTENT, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE AND/OR THE RESULTS OBTAINED FROM THE USE OF THIS SITE, INCLUDING WITHOUT LIMITATION THE MATERIALS, SUBMISSIONS, USER SITES, AND THE THIRD PARTY CONTENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SITE, THE SERVICES, MATERIALS, SUBMISSIONS, USER CONTENT, THIRD PARTY CONTENT, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. PARLEY PRO DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER. PARLEY PRO DOES NOT GUARANTEE ANY UPTIME OR AVAILABILITY OF THE SERVICES.
PARLEY PRO SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY OF THE MATERIALS, USER CONTENT, OR THIRD PARTY CONTENT TO OR FROM THIS SITE OR THE SERVICES OR FROM THE USE OF THE SERVICES. PARLEY PRO DISCLAIMS ALL LIABILITY RELATING TO ANY USER CONTENT OR THE SERVICES, INCLUDING ANY ERROR, VIRUS, DEFAMATION, LIBEL, OBSCENITY OR INACCURACY CONTAINED IN ANY USER CONTENT, WHETHER OR NOT ARISING UNDER THE LAWS OF COPYRIGHT, LIBEL, PRIVACY OR OTHERWISE, ANY PROHIBITED USER CONTENT AND ANY OTHER USER CONTENT. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES (INCLUDING WITHOUT LIMITATION TO THE SERVICES) RESULTING FROM USE (AND/OR SUBMISSION) OF ANY USER CONTENT AND/OR THE SERVICES (INCLUDING WITHOUT LIMITATION DISPUTES AND INCIDENTS DESCRIBED IN THE PRECEDING SECTIONS) AND RELATED TRANSACTIONS AND/OR OCCURRENCES. PARLEY PRO SHALL HAVE NO RESPONSIBILITY FOR UNAUTHORIZED ACCESS TO YOUR ACCOUNT.
IN NO EVENT SHALL PARLEY PRO BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF PARLEY PRO KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE. FURTHERMORE, IN NO EVENT SHALL PARLEY PRO BE LIABLE FOR ANY DAMAGES IN AN AMOUNT MORE THAN THE FEES PAID BY YOU TO PARLEY PRO IN THE PRIOR 12 MONTHS.
You agree to indemnify, defend and hold harmless Parley Pro, its affiliates, officers, directors, employees, consultants, agents, suppliers and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys’ fees) arising from your use of the Services, your violation of these Terms and the infringement or violation by you or any other user of your account, of any intellectual property or other right of any person or entity or applicable law. Parley Pro reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses. You agree not to settle any matter without the prior written consent of Parley Pro. Parley Pro will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
User Sites and/or Third Party Content may not be appropriate or available for use outside of the United States of America. If you use the Site or the Services outside the United States of America, you are responsible for following applicable local laws and regulations, including any applicable export controls laws. More specifically, you acknowledge that the Services, or portion thereof may be subject to the export control laws of the United States and other applicable country export control and trade sanctions laws (“Export Control and Sanctions Laws”). You and your Authorized Users and other end users accesses the Services through your account, may not access, use, export, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of any applicable export control or trade sanctions law or regulation. You represent and warrant that (i) you and your end users are not citizens of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions (including without limitation Cuba, Iran, North Korea, Syria, and the Crimea) and that you and your end users will not access or use the Services, or export, re-export, divert, or transfer the Services, in or to such countries or territories; (ii) you and your end users are not identified on any U.S. government restricted party lists (including without limitation the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons and Foreign Sanctions Evaders List, the U.S. Department of Commerce’s Denied Parties List, Entity List, and Unverified List, and the U.S. Department of State proliferation-related lists); and (iii) that no User Content created or submitted by you or your end users is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. You are solely responsible for complying with the Export Control Laws and monitoring them for any modifications.
Definitions. As used in this Arbitration Provision, “Claims” means all claims, disputes, or controversies between you and us of any nature or kind, whether pre-existing, present, or future, that arise from or relate to the Services. This includes but is not limited to disagreements about the validity, enforceability, or scope of this Arbitration Provision.
Informal Efforts to Resolve Dispute. If a dispute arises between you and Parley Pro, you should first attempt to resolve it by contacting Lilian Caldeira at email@example.com. Parley Pro will attempt in good faith to resolve all Claims submitted this way within fifteen (15) days of receipt.
Agreement to Arbitrate; Right to Opt Out. If informal efforts to resolve Claims fail or are not used, you agree that any and all Claims will be resolved exclusively by binding arbitration as described herein, except that: (i) you may assert Claims in a small claims court in the United States if your Claims meet the court’s jurisdictional requirements; and (ii) either party may pursue Claims and relief in a court of competent jurisdiction regarding the validity and/or infringement of a party’s intellectual property rights.
THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS VERY LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD TO YOU ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND FORMS OF RELIEF AS A COURT COULD (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF AS WELL AS STATUTORY DAMAGES), AND MUST FOLLOW THE LAW AND TERMS OF THIS AGREEMENT AS A COURT WOULD. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS AND PRIVATE ATTORNEY GENERAL ACTIONS ARE NOT PERMITTED.
IF YOU DO NOT WISH TO BE BOUND BY THIS ARBITRATION PROVISION, YOU MUST NOTIFY US IN WRITING WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST ACCEPT OR HAVE ACCESS TO THESE TERMS BY MAILING OR FAXING AN OPT-OUT REQUEST TO OUR CUSTOMER SERVICES CENTER AT 3 VENTANA CT., EMERALD HILLS CA 94062. YOUR WRITTEN NOTIFICATION MUST INCLUDE YOUR NAME, ADDRESS, THE EMAIL ADDRESS YOU USED TO REGISTER WITH US, AND A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH US THROUGH ARBITRATION. YOUR DECISION TO OPT OUT OF THIS ARBITRATION PROVISION WILL HAVE NO ADVERSE EFFECT ON YOUR RELATIONSHIP WITH US OR THE DELIVERY OF SERVICES TO YOU BY US. IF YOU HAVE PREVIOUSLY NOTIFIED US OF YOUR DECISION TO OPT OUT OF ARBITRATION, YOU DO NOT NEED TO DO SO AGAIN.
Arbitration Fees. The allocation and payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules which limit the amount a consumer is required to pay. If the arbitrator determines that your Claims are not frivolous applying the standards of the Federal Rules of Civil Procedure, Parley Pro agrees to reimburse you the amount of all filing, administration and arbitrator fees you are required to pay for the arbitration.
Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) in Palo Alto, California under its rules if you are a resident of the United States; if your use of the Services has been principally for personal or household use, the AAA’s Supplementary Procedures for Consumer-Related Disputes will also apply. If, however, you are a resident of a country other than the United States, the arbitration will be conducted by the AAA’s International Centre for Dispute Resolution in New York, NY, under its rules for international arbitration, and you and Parley Pro agree to submit to the personal jurisdiction of the U.S. federal court in New York, NY, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. In the event of a conflict or inconsistency between the applicable arbitration rules and this Arbitration Provision, this Arbitration Provision shall govern and control.
The arbitration will be conducted in the English language by a single arbitrator who is an attorney-at-law with experience in consumer and technology transactions and who is also a member of the AAA National Roster of Arbitrators. If you and Parley Pro can’t agree on a mutually acceptable arbitrator within fifteen (15) days after the arbitration is initiated, then the AAA will pick a neutral arbitrator who meets the qualifications. The AAA’s rules are available at www.adr.org.
Initiating Arbitration. To begin an arbitration proceeding, you must follow the procedures specified by the applicable AAA rules as described on their website at www.adr.org.
Time Restriction. YOU MUST FILE A COMPLAINT WITH THE AAA OR A PERMITTED COURT WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A CLAIM, OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED UPON SUCH EVENT, FACTS OR DISPUTE.
Arbitration Process. Because appearing in person for arbitration can be unduly burdensome in the circumstances, arbitration under this Arbitration Provision shall not require any personal appearance by the parties or witnesses unless mutually agreed. Either or both parties may participate by written submissions, telephone calls, or other means of remote communication as allowed by the arbitrator. The arbitration proceedings will be conducted in the English language at a location designated by the AAA that is the most convenient for you.
The arbitration can only decide Claim(s) between you and us, and may not consolidate or join the claims of other persons that may have similar claims. There shall be no pre-arbitration discovery except as provided for in the applicable AAA rules. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information.
In conducting the arbitration proceeding, the arbitrator will apply the law of the State of California (without regard to its conflicts of law provisions) including U.S. federal law for matters covered by federal law (e.g. the Federal Arbitration Act). At the request of any party, the arbitrator shall provide a brief written explanation of the basis for the decision and award. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision will be final and binding on the parties except for any right to appeal under the AAA rules or the Federal Arbitration Act.
Recovery and Attorneys’ Fees. If the arbitrator rules in your favor on the merits of any Claim you bring against us and issues you an award that is greater in monetary value than our last written settlement offer made to you before written submissions are made to the arbitrator, then Parley Pro will (i) pay you 150% of your arbitration damages award, up to $1,000 over and above your damages award; and (ii) pay your attorneys, if any, the amount of attorney’s’ fees, and reimburse any expenses (including expert witness fees and costs) that you or your attorney reasonably incurred for investigating, preparing, and pursuing your Claim in arbitration. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of such fees, expenses, and the alternative payment and the attorney premium at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits. The right to attorney’s’ fees and expenses discussed above supplements any right to attorney’s’ fees and expenses you may have under applicable law, although you may not recover duplicative awards of attorneys’ fees or costs. If your use of the Services was principally for personal or household use, Parley Pro waives any right it may have to seek an award of attorney’s’ fees and expenses from you in connection with any arbitration of Claims between us.
Confidentiality. you and Parley Pro shall keep confidential any information exchanged during the arbitration as well as the decision of the arbitrator made with respect to any Claim(s) arbitrated under this Arbitration Provision and, with the exception of disclosure to your or our attorneys, accountants, auditors, and other legal or financial advisors, neither party shall disclose such information or decision to any other person unless required to do so by law.
Continuing Obligation to Arbitrate; Severability. This Arbitration Provision shall survive termination of your access to or use of any Services and related agreements. If any portion of this Arbitration Provision is deemed invalid or unenforceable at law, such invalid or unenforceable provision will be interpreted, construed or reformed to the extent required to make it valid and enforceable, and this shall not invalidate the remaining portions of this Arbitration Provision.
These Terms may be changed, modified, supplemented or updated by Parley Pro from time to time. If Parley Pro makes a material change to these Terms that will affect an existing paid subscription, Parley Pro will notify you by sending an email at least thirty (30) days in advance of such change or posting a notice on your account page. If the change has a material adverse impact on you and you do not agree to the change, you must so notify Parley Pro at firstname.lastname@example.org within thirty (30) days after receiving notice of the change. If you notify Parley Pro as required, then you will remain governed by these Terms in effect immediately prior to the change until the end of your current subscription for the affected Services. If the affected purchased Services are renewed, it will be renewed under Parley Pro’s then current Terms. For free, trial or beta Services, Parley Pro will post a change notice on the Services and/or your account page and you will be bound by any changed, modified, supplemented or updated Terms if you choose to continue to use such free, trial or beta Services after such changes to the Terms are posted.
Except for payment obligations, neither Parley Pro nor you shall be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include but not be limited to acts of God, war, strikes, government regulation, executive orders or advisory (including travel advisory warning by the government or World Health Organization), disease outbreaks, civil disturbance, terrorism or threats of terrorism in the United States as substantiated by governmental warnings or advisory notices, curtailment of transportation, disaster fire, earthquakes, hurricanes, unseasonable extreme inclement weather, shortages or disruption of the electrical power supply causing blackouts or rolling blackouts, or any other comparable condition, commercially impracticable, illegal, or impossible to fully perform under this Agreement as the parties originally contracted (a “Force Majeure Event”). In the case of a Force Majeure Event lasting more than thirty days, either party may terminate this Agreement, without liability, upon written notification to the other party.
California law and controlling U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Parley Pro’s failure to enforce any of these Terms is not a waiver of such term. If any part of the Documentation is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of the Documentation and/or any breach thereof, in any one instance, will not waive such term and/or condition or any subsequent breach thereof. You may not assign your rights under the Documentation to any other party without Parley Pro’s express prior written consent; Parley Pro may assign its rights under the Documentation without condition. The Documentation will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. These Terms are the entire agreement between you and Parley Pro and supersede all prior or contemporaneous negotiations, discussions or agreements between you and Parley Pro about the Site and the Services. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.