Let’s RandeVu Terms of Service and End User License Agreement
Last Updated: 10/06/2017
Welcome, and thank you for your interest in Let’s RandeVu, Inc. (“LR,” “we,” or “us”) and our website at http://www.letsrandevu.com along with our related websites, networks, applications, mobile application(s), and other services provided by us (collectively, the “Service”). These Terms of Service and End User License Agreement are a legally binding contract between you and LR regarding your use of the Service. These Terms (as defined below) include the Let’s RandeVu Community Guidelines, which you can access here.
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
1. Agreement Overview. As provided in greater detail in these Terms (and without limiting the express language of the Terms below), you agree and acknowledge that these Terms include the following provisions:
1.1 Arbitration – disputes arising under these Terms will be resolved by binding arbitration, and BY ACCEPTING THESE TERMS, YOU AND LR ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (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 (as set forth in Section 20).
1.2 License – the Service is licensed, not sold to you, and you may use the Service only as set forth in these Terms (as set forth in Section 8).
1.4 No Warranty – the Service is provided “AS IS” and “AS AVAILABLE” without warranties of any kind and LR’s liability to you is limited (as set forth in Sections 18 and 19).
2. Service Overview. The Service provides a marketplace for users to offer and book lifestyle services. If you are offering services through the Service, you are a “Provider.” If you are looking to book Providers to give you services through the Service, you are a “Client.” LR SOLELY OFFERS A MARKETPLACE THROUGH THE SERVICE FOR USERS TO TRANSACT FOR SERVICES, AND DOES NOT PROVIDE LIFESTYLE SERVICES OR, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY WARRANTY WITH RESPECT THERETO.
3. Eligibility. You must be at least 18 years old to use the Service, or if you are under 18, you represent and warrant that your parent or guardian has consented to these Terms and will be bound by these Terms. By agreeing to these Terms, you represent and warrant to us that: (a) you have not previously been suspended or removed from the Service; and (b) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms. Users of the Service who comply with this Section 3 are “Eligible.”
4. Accounts and Registration. While you may browse the public-facing pages of the Service at any time, in order to receive the full benefits of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name and email address. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you also will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at email@example.com.
5. Location Based Services. Some of the features of the Service may enable LR to access your location in order to tailor your experience with the Service based on your location (“Location-based Services”). In order to use certain Location-based Services, you must enable certain features of your mobile phone, which enable LR to identify your location through a variety of means, including GPS location, IP address, cell tower location, geo-fencing technology, or detection by physical on-location Wi-Fi or Bluetooth sensors, as available. If you choose to disable any Location-based Services on your device, you may not be able to utilize certain features of the Service. By enabling Location-based Services, you agree and acknowledge that: (a) device data we collect from you is directly relevant to your use of the Service; (b) LR may provide Location-based Services related to and based on your then-current location; and (c) LR may use any such information collected in connection with provision of the Service.
6. Rules for Clients. The terms in this Section 6 apply to Clients and not to Providers.
6.1 Requesting RandeVus. You may submit a request through the Service for a Provider to provide you with certain services as set forth on each Provider’s profile (each instance of requested services is a “RandeVu”). Once a Provider accepts your request, the RandeVu will be confirmed. If the Provider does not accept your request within a certain amount of time, your request will be cancelled.
6.2 Non-Solicitation. During the term, you may not engage any Provider for substantially similar services as such Provider offers through the Service, except through the Service.
6.3 Fees. The base fee for each RandeVu will be displayed to you on the Service, and include expenses that may be incurred by the Provider in the normal course of completing your RandeVu (collectively, “Base Fees”).
6.4 Payment. Unless otherwise agreed, LR accepts payment through our third party payment processor. Base Fees are due at the time of completion of the RandeVu, though LR’s third party payment processor may preauthorized your payment method prior to completion of the RandeVu. If you cancel your RandeVu within two hours of the anticipated start time of the RandeVu, then you will be assessed with a cancellation fee.
6.5 Payment Processor
a. Users make their contracts directly with other users, not with LR. Fees (including Base Fees) for using the Service will be processed via LR’s third party payment processor. Our payment processor may require you to read and agree to its standard terms and conditions.
b. LR reserves the right, in its sole discretion (but not the obligation), to (i) place on hold any payment; or (ii) refund, provide credits or arrange for our payment processor to do so. Users are liable for any taxes (including sales tax, if applicable) required to be paid on their use of the Service or on any related payment received (other than taxes on LR’s income).
7. Rules for Providers
7.1 LR Services. LR will use commercially reasonable efforts to provide the following services to you (the “LR Services”):
a. Site Listing. You may list your services in your profile, which may include your biography and other information provided by you and approved by LR. LR will share your username and profile with Clients.
b. Engagement Service. LR will provide a web and mobile based engagement system via the Service, through which Clients that use the Service can engage you to perform a RandeVu. You may accept, reject, or ignore any available RandeVu at your sole discretion.
c. Recordkeeping Service. For payment processing and administrative purposes, LR will maintain general records of RandeVus performed by you for Clients.
d. Administrative, Management, and Technology Services. LR will provide miscellaneous administrative and management services to facilitate your provision of your services, including the technology and operations necessary to communicate with you and your Clients.
7.2 Exclusions from the Service. The Service only relates to the LR Services described above. The Service does not include anything related to performing RandeVus. You are solely responsible for all of your own tools, equipment, training, licensing, and other materials or requirements related to RandeVus. LR is not, and will not be, responsible for any liability arising out of the services you provide. LR will also not have any input into your work schedule, time off, or other control over your performance of your work.
7.3 Your Responsibilities. You will supply LR with any information LR reasonably requests, including any information required in order for LR to conduct a background check (e.g., your name, social security number, date of birth and zip code), and any other applicable licenses or relevant professional certifications. You hereby represent and warrant that all information you provide is accurate and complies with relevant law, and, during the term of these Terms, will immediately notify LR of any change in contact, certification, licensing, or insurance information. You assume complete responsibility for all services provided to each Client and for compliance with all laws, regulations, and standards pertaining to your services. You will maintain high standards of professionalism and quality of service. You will not offer any services of a sexual nature or that LR deems, in its sole discretion, to be inappropriate or offensive (including, but not limited to, by offering such services in “coded” terms or posting graphic or sexually explicit images). You represent and warrant that you are (a) free to enter into these Terms and perform your obligations hereunder; (b) not restricted (contractually or otherwise) from entering into and performing these Terms; and (c) not subject to, and will immediately notify LR of, any suit, action, claim, arbitration, or legal, administrative, or other proceeding, or government or professional investigation, pending or threatened or affecting your ability to perform services under these Terms. You consent to LR performing a background check on you, consistent with applicable law.
7.4 RandeVus; Payment
a. RandeVus. If you accept a RandeVu, and your acceptance is confirmed by LR, you will notify LR, through the functionality provided via the Service, when the RandeVu is completed to enable LR to perform the LR Services, including payment processing. You may cancel a RandeVu once you have accepted, but LR reserves the right to terminate these Terms and your access to the Service if LR deems, in its sole discretion, that you have cancelled too many RandeVus.
b. Payment. The RandeVus that you will be notified of via the Service are those for Clients who have agreed to accept the fees calculated by the Service based on the specific RandeVu details submitted by the applicable Client (the “Base Fee”). You are responsible for any expenses incurred in the normal course of completing your RandeVu, including, without limitation, the cost of transportation to and from the RandeVu and any tools. After payment from the Client, LR’s third party payment processor will transfer to you, through the payment account you specify via the Service, the Base Fee for each RandeVu and any tips you receive from the Client, less the charge for your use of the Service, which will be set forth on the Service (the “LR Fee”).
7.5 Expenses. Except as otherwise specifically provided herein, you and LR will each bear your own expenses relating to these Terms and performance under these Terms.
7.6 Non-Solicitation. During the term, Provider agrees not to provide services to any Client that has engaged Provider through the Service, except through the Service.
7.7 Representations and Warranties; Indemnity. You represent, warrant, and covenant to LR that: (a) you are at least 18 years of age; (b) you will not make any representations regarding LR or the Service; (c) you will not discriminate or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation in violation of any applicable law, rule or regulation; and (d) you will comply with all applicable laws in your performance of RandeVus. You will indemnify LR from and against any damages resulting from your performance of RandeVus, including any personal injury, property damage, or death.
8.1 Limited License. Subject to your complete and ongoing compliance with all the Terms, LR grants you: (a) a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install one copy of the mobile application(s) associated with the Service, and to use such mobile applications so installed, or that may have been pre-installed on your mobile device by the device manufacturer, in each case solely in object code format, and solely for your personal, non-commercial use for lawful purposes, on mobile devices that you own or control; and (b) permission to access and use the Service for your personal use.
8.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.
8.3 Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant LR an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
9. Ownership; Proprietary Rights. The Service is owned and operated by LR. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by LR are protected by intellectual property and other laws. All Materials included in the Service are the property of LR or our third-party licensors. Except as expressly authorized by LR, you may not make use of the Materials. LR reserves all rights to the Materials not granted expressly in these Terms.
10. Messages. The Service may allow you to send messages to other users through the Service at your direction. You represent and warrant that (a) you will only send messages to others who have given you their express consent to receive such messages; (b) by using the Service, you are knowingly taking actions to initiate and send messages, and that LR is merely a technology provider that plays no active role whatsoever in initiating and/or sending messages; and (c) you will indemnify and hold LR harmless, to the fullest extent permitted by law, from any and all claims and losses arising out of your sending messages to others through the Service. Without limiting the foregoing, you are solely responsible for all fees and charges associated with your sending any messages through the Service, including, without limitation, any fees or charges imposed by your mobile carrier.
11. Third-Party Terms
11.1 Carrier Service. Your access to use the Service may be subject to separate third party terms of service and fees, including your mobile network operator’s terms of service and fees, including fees charged for data usage and overage, which are your sole responsibility.
11.2 Third Party Services and Linked Websites. The Service may contain links to, or allow you to share content with, third-party websites. Linked websites are not under our control, and we are not responsible for their content.
12. User Content
12.1 User Content Generally. Certain features of the Service may permit you to upload content to the Service, including photos, text, and other types of works (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you submit to the Service.
12.2 Limited License Grant to LR. By submitting User Content, you grant LR a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed for the sole purpose of providing you with the Service.
12.3 User Content Representations and Warranties. You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting or publishing User Content, you affirm, represent, and warrant that:
a. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize LR and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this section, in the manner contemplated by LR, the Service, and these Terms;
b. your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity, or other property rights of any other person; or (iii) cause LR to violate any law or regulation; and
c. your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
12.4 User Content Disclaimer. LR may, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. For clarity, LR does not permit copyright-infringing activities on the Service.
13. Notice and Procedure for Making Claims of Copyright or Other Intellectual Property Infringements
13.1 Respect of Third Party Rights. LR respects the intellectual property of others and takes the protection of intellectual property very seriously, and we ask our users to do the same. Infringing activity will not be tolerated on or through the Service.
13.2 Repeat Infringer Policy. LR’s intellectual property policy is to (a) remove or disable access to material that LR believes in good faith, upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third party by being made available through the Service; and (b) remove any User Content uploaded to the Service by “repeat infringers.” LR considers a “repeat infringer” to be any user that has uploaded User Content or Feedback to or through the Service and for whom LR has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512 with respect to such User Content or Feedback. LR has discretion, however, to terminate the account of any user after receipt of a single notification of claimed infringement or upon LR’s own determination.
13.3 Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a “Notification of Claimed Infringement” containing the following information to the Designated Agent identified below. Your Notification of Claimed Infringement may be shared by LR with the user alleged to have infringed a right you own or control, and you hereby consent to LR making such disclosure. Your communication must include substantially the following:
a. A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
b. Identification of works or materials being infringed, or, if multiple works are covered by a single notification, then a representative list of such works;
c. Identification of the specific 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 LR to locate the material;
d. Information reasonably sufficient to permit LR to contact you, such as an address, telephone number and, if available, an electronic mail address at which you may be contacted;
e. A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
f. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
13.4 You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
13.5 Designated Agent Contact Information. LR’s designated agent for receipt of Notifications of Claimed Infringement (the “Designated Agent”) can be contacted at:
Via E-mail: firstname.lastname@example.org
Via U.S. Mail: Copyright Agent, Let’s RandeVu, Inc., 2500 Broadway, STE F-125, Santa Monica, CA 90404
Via Telephone: (424) 330-6991
13.6 LR reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.
14. Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO:
a. use the Service for any illegal purpose or in violation of any local, state, national, or international law;
b. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
c. upload or distribute any User Content or other content that is unlawful, defamatory, libelous, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
d. interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
e. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
f. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying any account registration information;
g. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 9) or any right or ability to view, access, or use any Materials; or
h. attempt to do any of the acts described in this Section 13 or assist or permit any person in engaging in any of the acts described in this Section 13.
15. Modification of these Terms. We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, you will be required to accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 15, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
16. Term, Termination and Modification of the Service
16.1 Term. These Terms are effective beginning when you accept the Terms or download, install, access, or use the Service, and ending when terminated as set forth in Section 16.2.
16.2 Termination. LR may, at its sole discretion, terminate these Terms or your account on the Service or suspend or terminate your access to the Service at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by deactivating your account.
16.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer have access to your account; and (c) Sections 8.3, 9, 10(c), 12.3, 13, 16.3, 17, 18, 19, 20, and 21 will survive.
16.4 Modification of the Service. LR reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service.
17. Indemnity. You are responsible for your use of the Service, and, to the fullest extent permitted by law, you will defend and indemnify LR and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “LR Entities”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs (“Claims”) brought by a third party arising out of or connected with: (a) your use of, or misuse of, the Service not in compliance with these Terms; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party, including any other user of the Service. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those Claims.
18. Disclaimers; No Warranties
TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, LR DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. TO THE FULLEST EXTENT PERMITTED BY LAW, LR DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF OR THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
TO THE FULLEST EXTENT PERMITTED BY LAW, NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICE OR LR ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE LR ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. to the fullest extent permitted by law, WE ARE NOT RESPONSIBLE FOR ANY DAMAGE OR LIABILITY (INCLUDING PROPERTY DAMAGE, PERSONAL INJURY, OR DEATH) THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICE. LR RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS, AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE(S) USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THE MATERIALS OR CONTENT.
19. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE LR ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY LR ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTION 20.4(iii) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE LR ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO LR FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT(S) OR CIRCUMSTANCES GIVING RISE TO THE CLAIM; OR (B) $100.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 19 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
20. Dispute Resolution and Arbitration
20.1 Generally. In the interest of resolving disputes between you and LR in the most expedient and cost effective manner, you and LR agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal 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. These Terms 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 a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND LR ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, AND THAT THESE TERMS WILL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT.
20.2 Exceptions. Despite the provisions of Section 20.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (d) to file suit in a court of law to address an intellectual property infringement claim.
20.3 Arbitrator. Any arbitration between you and LR will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified 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, or by contacting LR. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
20.4 Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or electronic mail (“Notice”). LR’s address for Notice is: Let’s RandeVu, Inc., 2500 Broadway STE F-125, Santa Monica, CA 90401 or email@example.com. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or LR may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or LR must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, LR will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by LR in settlement of the dispute prior to the arbitrator’s award; or (iii) $15,000.
20.5 Fees. If you commence arbitration in accordance with these Terms, LR will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Los Angeles County, California, but if the claim is for $15,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse LR for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award. 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.
20.6 No Class Actions. YOU AND LR 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 LR agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
20.7 Modifications to this Arbitration Provision. If LR makes any future change to this arbitration provision, other than a change to LR’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to LR’s address for Notice, in which case your account with LR will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
20.8 Enforceability. If Section 20.6 is found to be unenforceable or if the entirety of this Section 20 is found to be unenforceable, then the entirety of this Section 20 will be null and void.
21.1 Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and LR submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Santa Monica, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in California, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
21.3 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
21.5 Contact Information. The Service is offered by Let’s RandeVu, Inc., located at 2500 Broadway STE F-125, Santa Monica, CA 90401. You may contact us by sending correspondence to that address or by emailing us at firstname.lastname@example.org. You can access a copy of these Terms by clicking here
21.6 Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
22. Notice Regarding Apple. This Section 22 only applies to the extent you are using our mobile application(s) on an iOS device. You acknowledge that these Terms are between you and LR only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (i) product liability claims; (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service and/or your possession and use of the Service infringe third party’s intellectual property rights. You agree to comply with any applicable third party terms when using the Service. Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.