Last Updated: March 01, 2018
Your Use of Company’s Services. When you use the Website, Mobile App, Platform, or other Services, You may be uploading, storing, or otherwise transmitting information, data, pictures, materials, and other digital assets (collectively “User Information”) to Company’s online cloud storage, Platform and other Company software, tools, or devices. You acknowledge and agree that You are solely responsible for Your use of such Company services and that such use is at Your own risk. Furthermore, You represent and warrant that You will not transmit any User Information to Company that infringes on any third party’s intellectual property, privacy, or other rights.
User’s Representations, Warranties, and Responsibilities. You represent and warrant that You are at least eighteen years of age; are in compliance with all applicable laws, rules, and regulations, and Company Policies, and that you will abide by these Terms.
You are responsible for safeguarding all of your Platform account information, and will immediately notify Company in case of unauthorized access or use of your Platform account. You will not modify, circumvent, impair, disable, archive, reverse engineer, decompile, distribute, or otherwise interfere with any software, technology, or methodology required or provided by Company in connection with the Services.
Term and Termination. These Terms are effective immediately. Company can suspend or terminate Your access to the Platform or Services at any time, for any reason. You can terminate Your use of Company’s Services at any time. Upon termination, You must pay all outstanding fees, if any, and return and/or destroy all of Company’s Confidential Information, and upon request, certify in writing Your compliance with this provision.
License. During the term of these Terms, Company grants You a limited, revocable, non-exclusive, non-transferable license to use the Services. Company retains all right, interest, and title to its intellectual property and the Services supplied to You.
Confidential Information. Confidential Information includes, but is not limited to, all information, data and materials relating to Company, including its proprietary information, trade secrets, actual and potential customer or user data, client lists, information and materials pertaining to its products, services, development, research, inventions, copyrights, trademarks, logos, slogan, know-how, processes, ideas, names and expertise of employees and consultants, pricing, internal procedures, marketing techniques and strategies, business plans, budgets, and finances is confidential and proprietary (“Confidential Information”), whether such information is received in written, oral, electronic, or other format. Confidential Information does not include information, which, evidenced in writing, (i) becomes generally available to the public; (ii) was available to User on a non-confidential basis; (iii) was independently developed by User without breach of this Agreement, or (iv) was authorized for release by Company.
You will only use the Confidential Information in connection with the Services and shall not, without Company’s express written consent, disclose, publish use, exploit, or otherwise reveal the Confidential Information. If You is compelled by law to disclose the Confidential Information, you will provide Company at least five (5) days’ written notice of such compelled disclosure, unless prohibited by law from doing so, and will provide reasonable assistance to Company in obtaining a protective order or other remedy.
Indemnification. You agree to indemnify, defend and hold harmless Company, its parents, subsidiaries, and each of their respective officers, directors, partners, members, managers, employees, agents, and attorneys, from and against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses, including reasonable attorneys’ fees, court costs and/or settlement costs (“Claims”) arising from or related to Your (i) actual or alleged breach of these Terms; (ii) Your actual or alleged violation of any applicable laws, rules or regulations, (iii) Your use of the Services, or (iv) Your infringement or violation of any intellectual property, privacy, or other third party rights. You will promptly assume any such defense with counsel reasonably acceptable to Company. Company reserves the right to participate in the defense at its sole expense. You will not settle any Claim without Company’s prior written approval, which shall not be unreasonably withheld, delayed, or conditioned.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY. COMPANY’S PRODUCTS AND SERVICES ARE PROVIDED ON AN AS-IS, AS-AVAILABLE BASIS. COMPANY CANNOT GUARANTEE ERROR-FREE OR UNINTERRUPTED SERVICE TO ITS WEBSITE, PLATFORM, MOBILE APP OR ANY OTHER SERVICES, AND CANNOT GUARANTEE THAT USER INFORMATION WILL REMAIN ACCESSIBLE, UNDAMAGED, OR IN ITS ORIGINAL FORM IF THERE IS A TECHNICAL ERROR, SERVER CRASH, DATA HACK, OR OTHER SUCH EVENT. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY WILL NOT BE LIABLE TO USER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS OR LOSS OF PROFITS), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF THE USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THE DAMAGES ARE OTHERWISE FORESEEABLE. COMPANY’S CUMULATIVE LIABILITY IS LIMITED TO THE TOTAL AMOUNT OF FEES BY USER DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING A CLAIM. ALL CLAIMS MUST BE BROUGHT WITHIN ONE YEAR OF THE ACTION GIVING RISE TO ANY SUCH CLAIM. THIS SECTION SURVIVES THE EXPIRATION OR TERMINATION OF THESE TERMS.
Governing Law, Dispute Resolution, and Class Action Wavier. These Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute, claim, controversy, or other action arising out of or related to these Terms or Your use of the Services will be resolved by final, binding, confidential arbitration, submitted by the parties in their individual or corporate capacity, and not as a plaintiff or class member in any purported class or representative proceeding.
The arbitration shall be conducted before a sole neutral arbitrator pursuant to the then-current applicable rules for commercial arbitration, administered by the American Arbitration Association (“AAA”) before a sole neutral arbitrator to be held in Los Angeles, California, as otherwise mutually agreed to by the parties, or as determined the AAA arbitrator. If the Parties cannot agree to an arbitrator within thirty (30) days of the written submission of a claim for arbitration, then AAA shall be empowered to select the arbitrator.
Modification. These Terms are subject to change in Company’s sole discretion and without prior notice. Modifications will be effective as when made and will not apply retroactively. The latest version of these Terms will be posted on the Company website, and it is Your responsibility to review the Terms prior to using the Services. By continuing to use the Mobile App, Company website, Platform, or any of the Services, You agree to be bound by and will abide by the most up-to-date modifications to these Terms and other Policies.
Relationship of the Parties. The parties are and shall at all times remain independent contractors. Nothing in these Terms is intended to create a partnership, agency, joint venture, or employment relationship.
Assignment. You may not assign these Terms or your obligations to any third party without Company’s prior written consent.
Force Majeure. Except for payment obligations, neither party will be liable for any failure of or delay in the performance of these Terms for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, including but not limited to fires and floods; governmental acts, orders, restrictions, or embargoes; war; strikes; or labor disputes, or any other reason where failure to perform is beyond the party’s reasonable control.
Notice. Any notice permitted or required under these Terms will be provided to You at the address provided to Company via the online Platform. All notices to Company should be addressed to:
Laurel At Sunset, Inc.
895 Dove St., Ste. 300
Newport Beach, CA 92660
Notice will be deemed delivered upon personal delivery, upon confirmation of receipt by email (automatic replies excluded), within five business days of deposit with the U.S. mail, certified mail or return receipt requested, or one business day after deposit with a nationally recognized overnight courier.
Miscellaneous. The headings in these Terms are for convenience and for ease of reference only and shall be disregarded for all other purposes, including the construction or enforcement of these Terms. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by these Terms shall be effective unless it is in writing and signed by the waiving party. If any provision of the Terms is held invalid or unenforceable, it shall be narrowly construed if possible, otherwise severed from these Terms with the remainder to remain in full force and effect. Any provision explicitly stated or implied to have effect after termination will continue in full force and effect notwithstanding the termination or expiration of these Terms. All remedies available to a party are cumulative. These Terms constitute the entire agreement between the parties.