Terms of Service
Last Updated: March 30, 2018
We, Aedit, LLC, a Delaware Limited Liability Company (collectively, with our parents, affiliates, subsidiaries and related companies), hereinafter, “Aedit,” “We,” “Our,” or “Us”, offer a platform that enables a user to preview, learn, share and discover how to get the best treatment through the use of aggregated images, information and user data, (the “Service”). You may access our Services from the Aedit web-application(s) and/or the Aedit mobile application(s) (collectively, “App”). Before you proceed, please read the following Terms of Service (“Terms”) carefully as they contain the legal terms and conditions that you agree to when you use our Service and/or access the App (collectively, “Platform”).
References to “you” and “your” is construed to mean you as the customer of Aedit (the “User”). By accessing or using our Service and/or Platform or authorizing or permitting any User or End-User to access or use the Service and/or Platform through websites, or mobile applications, you agree to be bound by these terms. If you are entering into these terms on behalf of a company, organization or another legal entity (an “Entity”), you are agreeing to these terms for that entity and representing to us that you have the authority to bind such entity and its affiliates to these terms, in which case the terms, “you,” “your” or related pronouns used herein shall refer to such Entity and its Affiliates.
NOTE THAT THE INFORMATION ON THIS APP IS NOT INTENDED OR IMPLIED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. ALL CONTENT, INCLUDING TEXT, GRAPHICS, IMAGES, SOUND, VIDEO, MEDIA AND INFORMATION CONTAINED ON OR AVAILABLE THROUGH THIS APP IS FOR GENERAL INFORMATION ONLY. AEDIT MAKES NO REPRESENTATION AND ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OF INFORMATION CONTAINED ON OR AVAILABLE THROUGH THIS APP, AND SUCH INFORMATION IS SUBJECT TO CHANGE WITHOUT NOTICE. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY SEEKING MEDICAL TREATMENT BECAUSE OF SOMETHING YOU HAVE READ ON OR ACCESSED THROUGH THIS APP. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT ACCESS OR USE OUR SERVICE OR PLATFORM.
IN ORDER TO ACCESS OUR SERVICE, YOU WILL HAVE TO CREATE AN ACCOUNT ON THE PLATFORM AND YOU WILL BE REQUIRED TO CLICK ON THE “I ACCEPT” BUTTON SET FORTH AT THE END OF THESE TERMS. YOU ALSO ACKNOWLEDGE THAT YOUR SUBMISSION OF THE CREDIT CARD PAYMENT FORM SERVES AS YOUR AGREEMENT TO THESE TERMS.
THESE TERMS CONTAIN A MANDATORY AND BINDING CUSTOMER ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON A CUSTOMER BASIS, TO RESOLVE DISPUTES, RATHER THAN JURY TRIAL OR CLASS ACTION.
Our Service and Platform are available for use in the United States of America. Users are required to ensure that they are legally able to use our services, and if not, cease using them immediately.
You, as an individual, must be 18 years or older, and must be capable of forming a legally binding agreement and must not be barred from receiving services under the laws of the United States or other applicable jurisdiction in order to access and/or use our Service and/or access and/or use our Platform.
5. ACCESSING OUR PLATFORM AND SERVICE
1. Registration. In order to Register for our Service through our Platform, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (“User Data”) and (b) maintain and promptly update the User Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, you may not be able to completely enjoy our Platform or Service and we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).
2. Amendment of Terms. You agree that Aedit retains the right to amend these Terms, Service, and Platform, including service offerings and prices at any time, for any reason. If we make any changes, modifications, or amendments to the Terms, Service, and Platform, such modifications shall be binding on you only upon your acceptance of the modified Terms. We will inform you about the modifications via email or comparable means 15 days before such modifications take effect. We will also post the modifications here and on this page. Continued use of our Service and/or Platform after any such changes shall constitute your consent to such changes.
3. Access and Use Rights. Aedit grants you a personal, limited, revocable, non-exclusive and non-transferable right to access and use the Platform and Service. These rights are exclusive to you and you may not sublicense the use of Platform and Service. Aedit expressly retains all ownership rights, title and interest in and to all aspects of the Platform and the Service, including, but not limited to, all current and future patents, copyrights, trademarks, trade secrets, know-how, and other proprietary rights included or embodied in the Platform. You may not modify the App nor create derivative works of the App, or reverse engineer, reverse compile, reverse assemble or do any other operation with the App that would reveal any source code, trade secrets, know-how or other proprietary information. These rights shall not be construed or interpreted as granting or providing rights to you to use, reproduce, modify, distribute, perform, display, possess or control the source code or any other aspect of the App. You may not remove or modify any notice of confidentiality, trade secret, trademark or copyright encoded or embodied in the App or displayed by, on, or in the App. You may use the App only while these Terms remain in effect. Under no circumstances shall you have any rights of any kind in or to the App after any termination or expiration of your agreement to these Terms for any reason.
4. Beta Services. We sometimes release products and features that we are still testing and evaluating. Those Services have been marked beta, preview, early access, or evaluation (or with words or phrases with similar meanings) and may not be as reliable as other services. In addition, while we do use AES-256-bit encryption to encrypt user-files, the process of uploading files to Aedit servers could result in files getting corrupted during their storage in the target cloud filestores (Google Drive or Dropbox). This might on very rare occasions, render the encrypted file(s) undecryptable. Alternately, on rare occasions, the encryption-key might get corrupted or deleted due to unforeseen circumstances rendering the file(s) irretrievable.
5. Password. You will create a password and account designation upon completing the Service’s registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Aedit of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Aedit cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
6. Your Content.
(i) Aedit does not claim ownership rights in any information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials or content you make available or use in connection with the App and the Service or use in connection with your account (the “User Content”). You remain the owner of all Content that you submit to the Service and as a condition to your use of the App and the Service, you represent and warrant to Aedit that you are the owner of the copyright to the Content you submit to the Service or that you have written permission from the copyright owner to submit such Content. You agree to indemnify and hold Aedit harmless for any violation of this section.
(ii) The copyright in the User Content that you upload belongs to you, and Aedit does not claim any ownership or license rights in or to any User Content and will not use any User Content except as set forth in this Agreement.
User Content that you upload via the App should be in accordance with the following and subject to the following limitation:
- Any threatening, obscene, pornographic or profane material or any other material that could give rise to any civil or criminal liability under applicable law;
- Any material that could infringe rights of privacy, publicity or copyrights without the permission of the owner of these rights and the persons (or their parents or legal guardians, where applicable) whose likenesses are displayed in the material; or
- Any material sent from an anonymous or false address.
PLEASE NOTE, Aedit does not, and cannot, review all material on the App, and is not responsible for its content. However, Aedit reserves the right to remove, delete, move, or edit User Content that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of the law, including but not limited to copyright or trademark law, or otherwise unacceptable. Aedit will not be liable for the User Content of any submission and you agree to indemnify and hold Aedit harmless for any violation of this provision.
6. PRICING AND PAYMENT.
The Service is a free service with limitation on features and functions which are defined on the App, (the “Free Service”).
7. DATA CHARGES AND MOBILE PHONES
You are responsible for any mobile charges that you may incur for using our Services and our Platform, including text-messaging and data charges. If you’re unsure what those charges may be, you should ask your service provider before using the Services and Platform.
8. AEDIT COMMUNICATIONS
By establishing an Account with Aedit, you agree to receive communications from us, including via e-mail, text messages, and push notifications.
8.1 Email. If you wish to not receive any promotional emails from Aedit please email firstname.lastname@example.org or follow the unsubscribe options in the promotional emails. You may not be able to unsubscribe from receiving essential Service-related and Account-related informational (transactional) emails from Aedit. If you do wish to unsubscribe from such emails, please send your request to email@example.com with subject line: “Unsubscribe from Aedit Transactional Emails.” Please note that unsubscribing from such emails will impact your use and enjoyment of Aedit Platform, Services and App and will impact your communication with us.
8.2 Push Notifications. You can opt out of receiving push notifications through your device settings. Please note that opting out of receiving push notifications may impact your use of our Services.
9. THIRD PARTY SOFTWARE AND LINKING
In providing you the Service, we will make software, hyperlinks, and other products of third-party companies available to you, your use of such products is subject to the respective terms and conditions imposed by the third party owning, manufacturing or distributing such products, and the agreement for your use will be between you and such third-party. Aedit makes no warranty with regard to the products or website of any other entity. Aedit has no control over the content or availability of any third-party software or website. In particular (a) Aedit makes no warranty that any third-party software you download or website you visit will be free of any contaminating or destructive code, such as viruses, worms or Trojan horses; (b) Aedit makes no warranty regarding your third-party cloud back-up services that you will integrate to use our Service; and (c) Aedit notifies you that it is your responsibility to become familiar with any website’s privacy and other policies and terms of service, and to contact that site’s webmaster or site administrator with any concerns including those of your third-party cloud back-up services.
10. MONITORING OF CONTENT
You acknowledge, consent and agree that Aedit may access, preserve, and disclose your account information and Use Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of Aedit, its users and the public.
11. SUSPENSION AND TERMINATION OF ACCESS AND MEMBERSHIP AND EFFECT OF TERMINATION
11.1 Suspension and Termination.
Aedit reserves the right to suspend or terminate your account and use of the App, at any time, without notice, for any reason, including but not limited to the following:
(i) Breach of these Terms, including policies or guidelines set forth by Aedit elsewhere;
(ii) Conduct that Aedit believes is harmful to other users of the Service or the business of Aedit or other third-party information providers (including excessive file transfers which affect the performance of the Aedit servers).
Further, you agree that Aedit shall not be liable to you or any third party for any termination of your access to the App. Aedit reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Aedit shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
You may terminate your account and discontinue the use of the Platform and Service by sending a written notice to us at firstname.lastname@example.org and include in the subject line the following: “Re: Termination of Service”. Your account will be terminated with 10 days of Aedit receiving the notice of Termination of Service.
11.3. Effect of Termination. Upon receiving such notice, or upon our determination of termination of your access to our Platform and Service, we will send you the acceptance of the notice of Termination. Thereafter, your access to our Platform and Service will terminate on the fifth day from your receiving our confirmation. If applicable, all your User Content will be returned to you before such Termination.
12. DISCLAIMER OF THIRD-PARTY ACTIONS
You acknowledge that Aedit does not and cannot control the flow of data to or from the Service or within any portion of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or omissions of such third-parties can impair or disrupt your connections to the Internet (or portions thereof). Although Aedit will use commercially reasonable efforts to take actions it deems appropriate to remedy and avoid such events with respect to your use of the Service, Aedit cannot guarantee that such events will not occur. Accordingly, Aedit disclaims any and all liability resulting from, or related to, such events.
13. REPRESENTATIONS AND WARRANTIES BY YOU
You understand and acknowledges that all of your rights to use and access the third-party services, sites and materials and receive data arise from the third parties’ services and applicable agreements to which you must agree (“Third Party Agreements”). Accordingly, you represent and warrant that: (a) that you shall comply with and shall not violate any Third-Party Agreements; and (b) that you will not violate any applicable law or regulation or cause a breach of any agreement with any third party, in connection with the performance of its obligations and use of the Services. In the event of any breach of any of the foregoing warranties, in addition to any other remedies available at law or in equity, Aedit shall have the right to immediately suspend any of the Services in order to prevent harm to Aedit or its business and to limit any potential liability. If practicable, Aedit may provide notice and opportunity to cure. Once cured, in Aedit’s discretion, Aedit will use reasonable efforts promptly restore the Services. You agree to indemnify and hold Aedit harmless for any liability arising from or related to your breach of the foregoing warranties.
14. DISCLAIMER OF WARRANTY.
THE SERVICE AVAILABLE THROUGH THE APP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN PARTICULAR, AEDIT MAKES NO WARRANTY THAT THE APP OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, THAT THE APP OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE APP, INCLUDING THE SERVICE WILL BE AVAILABLE, OR THAT DATA ARE SECURE FROM UNAUTHORIZED ACCESS. AEDIT MAKES NO WARRANTY REGARDING ANY SOFTWARE, GOODS, SERVICE, PROMOTIONS, OR THE DELIVERY OF ANY GOODS OR SERVICE, PURCHASED, ACCESSED OR OBTAINED THROUGH THE APP OR ADVERTISED THROUGH THE APP. NO ADVICE OR INFORMATION GIVEN BY AEDIT, ITS EMPLOYEES OR AFFILIATES SHALL CREATE A WARRANTY. IN ADDITION, AEDIT DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THE PLATFORM IS ACCURATE, COMPLETE OR CURRENT OR WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.
15. RULES OF CONDUCT
a. The following Rules of Conduct apply to the access and/or use of our Platform and/or Service. By using/accessing our Platform and/or Service, you agree that you will not distribute any Content that:
- is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; is bigoted, hateful, or racially or otherwise offensive; is violent, vulgar, obscene, pornographic or otherwise sexually explicit; or otherwise harms or can reasonably be expected to harm any person or entity;
- is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them, including a submission that is, or represents an attempt to engage in, child pornography, stalking, sexual assault, fraud, trafficking in obscene or stolen material, drug dealing and/or drug abuse, harassment, theft, or conspiracy to commit any criminal activity;
- infringes or violates any right of a third party including: (i) copyright, patent, trademark, trade secret or other proprietary or contractual rights; (ii) right of privacy (specifically, you must not distribute another person’s personal information of any kind without their express permission) or publicity; or (iii) any confidentiality obligation;
- is commercial, business-related or advertises or offers to sell any products, services or otherwise (whether or not for profit), or solicits others (including solicitations for contributions or donations);
- contains a virus or other harmful component, or otherwise tampers with, impairs or damages the App or any connected network, or otherwise interferes with any person or entity’s use or enjoyment of Platform;
- does not generally pertain to the designated topic or theme of Platform;
- violates any specific restrictions applicable to a public forum, including its age restrictions and procedures; or
- is antisocial, disruptive, or destructive, including “flaming,” “spamming,” “flooding,” “trolling,” and “griefing” as those terms are commonly understood and used on the Internet.
b. You expressly agree that you are solely responsible for any and all acts and omissions that occur under your account or password, and you agree not to engage in any unacceptable uses of the Service, which include, without limitation, use of the Service and/or Platform to:
- interfere, disrupt or attempt to gain unauthorized access to other accounts on the App or any other computer network;
- use Platform or the Service in connection with any commercial endeavors;
- post your personal information such as instant messaging addresses, personal URLs, physical addresses and phone numbers in any publicly viewable areas of the Platform;
- post or give out any financial information or transmit electronically or physically any money to other Users;
- create user accounts by automated means or under fraudulent or false pretenses;
- create or transmit unsolicited electronic communications such as spam to Users or promote any products or services;
- viii. submit or upload any type of material that is unlawful, harmful, hateful, threatening, abusive, harassing, defamatory, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable, as determined by Aedit;
- submit or upload any content for which you do not own all applicable rights or that infringes the proprietary rights of other parties;
- submit, engage in or upload any type of competitions or content that can cause physical or mental harm to the participants or visitors to Platform;
- harass, threaten or intentionally embarrass or cause harm or distress to another person or group;
- collect and publish any information about any of our Users;
- adapt, modify or reverse engineer any portion of the Service or the Platform;
- use any spider, robot, retrieval application, or any other device to retrieve any portion of the Platform;
- reformat any of the pages that are part of the Platform;
- disseminate, store or transmit viruses, worms, Trojan horses or other malicious code or program;
- encourage conduct that would constitute a criminal or civil offense;
- violate any applicable federal, state, local or international law or regulation;
- exploit children under 18 years of age;
- invade the privacy of any person, including but not limited to submitting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age);
- solicit personal information from a child under 13 years of age;
- submit false or misleading information to Aedit, the Platform, Service, or other Users; or
We cannot and do not assure that other Users are or will comply with the foregoing rules of conduct or any other provisions of these Terms, and, as between you and us, you hereby assume all risk of harm or injury resulting from any such lack of compliance.
16. COPYRIGHT, OTHER PROPRIETARY AND PRIVACY PROTECTION FOR OTHERS USERS’ CONTENT ON THE APP
Aedit hereby notifies you that all of the information, content, image files, software and materials on the App may be protected by U.S. and international copyright and other intellectual property laws, including privacy laws. You understand that Aedit is unable to provide you with permission to copy, display, or distribute material for which you do not own the copyright or other intellectual property rights. You may not copy or distribute such material without the written consent of the owner, and you are solely responsible for any copyright or other intellectual property law violations that you may incur as a result of your activities on the App. Aedit has the absolute right to terminate your account or exclude you from any App if you use our Service to violate the intellectual property rights or other rights of third parties. You agree to indemnify and hold Aedit harmless for any violation of this provision.
17. CLAIMS OF COPYRIGHT INFRINGEMENT
17.1 We have adopted and implemented a policy that provides for the termination, in appropriate circumstances as determined by us in our sole discretion, of Users who are infringers of copyright. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement must be sent to the service provider’s designated agent. Notification must be submitted to the following:
Service Provider: Aedit, LLC
Name: Bill Kennedy
Full Address: 345 East 33rd Street, 3D, New York, NY 10016
17.2 To be effective, the notification must be a written communication that includes the following:
- A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- 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 us to locate the material;
- Information reasonably sufficient to permit us 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;
- 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; and
- 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.
17.3 We may give you notice that we have removed or disabled access to certain material by means of a general notice on Platform, or via electronic mail to a User’s e-mail address in our records. If you receive such a notice, you may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:
- Your physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
- A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
- Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a Federal District Court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which Aedit may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
18. LIMITATION OF LIABILITY
18.1 YOU ACKNOWLEDGE, BY YOUR USE OF ANY OF THE APP OR SERVICE, THAT YOUR USE OF THE APP OR SERVICE AND ANY RELIANCE UPON EITHER IS AT YOUR SOLE RISK, THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH YOUR USE OF THE PLATFORM OR SERVICE. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL AEDIT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, IMAGES, DATA OR OTHER INTANGIBLES, EVEN IF AEDIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT RESULT FROM THE USE OR THE INABILITY TO USE THE APP OR THE SERVICE, FROM ANY CHANGES TO THE APP OR THE SERVICE OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. YOU SPECIFICALLY ACKNOWLEDGE THAT DOWN-TIME AND COMPUTER VIRUSES ARE RISKS INHERENT IN THE USE OF THE INTERNET AND SOFTWARE PRODUCTS, AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM THESE POSSIBLE HARMS. YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT YOU MAY BE DISCLOSING SENSITIVE, PRIVATE AND CONFIDENTIAL INFORMATION ABOUT YOURSELF IN YOUR USE OF THE APP AND THE SERVICE AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM YOUR RELEASE OF SUCH CONTENT.
18.2 IF YOU ARE DISSATISFIED WITH THE PLATFORM OR THE SERVICE OR WITH ANY OF THESE TERMS, OR FEEL AEDIT HAS BREACHED THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE APP AND THE SERVICE. YOU MAY SEND US A NOTICE OF TERMINATION AS MENTIONED IN SECTION 9, ABOVE. THE TOTAL LIABILITY OF AEDIT TO YOU FOR ANY CLAIM ARISING FROM OR RELATING TO THESE TERMS OR USE OF THE APP OR THE SERVICE SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICE. IT IS THE INTENTION OF YOU AND AEDIT THAT THIS PROVISION BE CONSTRUED BY A COURT AS BEING THE BROADEST LIMITATION OF LIABILITY CONSISTENT WITH APPLICABLE LAW.
18.3 SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
19.1 Governing Law.
This Agreement shall be governed by the laws of the State of New York, without respect to its conflicts of laws principles. We each agree to submit to the personal jurisdiction of a state or federal court located in New York, New York, for any actions not subject to Dispute Resolution and Arbitration provisions as set forth in Section 19.2.
19.2 Dispute Resolution and Binding Arbitration.
- No Class Arbitrations, Class Actions or Representative Actions.
- Federal Arbitration Act.
- Notice; Informal Dispute Resolution.
- Authority of Arbitrator.
- Rules of AAA.
- Opt-Out Right.
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Aedit agree (a) to waive your and Aedit’ respective rights to have any and all Disputes arising from or related to this Agreement, use of our Service and Platform, resolved in a court, and (b) to waive your and Aedit’ respective rights to a jury trial. Instead, you and Aedit agree to arbitrate disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
You and Aedit agree that any Dispute arising out of or related to these Terms or the Platform is personal to you and Aedit and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Aedit agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Aedit agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
You and Aedit agree that these Terms affect interstate commerce and that the enforceability of this Section 17.2 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA&”), to the maximum extent permitted by applicable law.
You and Aedit agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Aedit shall be sent by certified mail or courier to Aedit, LLC, Attn: 345 East 33rd Street, 3D, New York, NY 10016. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Aedit account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with this Agreement and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Aedit cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Aedit may, as appropriate and in accordance with this Section 19.2, commence an arbitration proceeding.
EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND AEDITS AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR AEDITS WITHIN ONE (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND AEDITS WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and Aedit agree that (a) any arbitration will occur in New York City, New York (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section, and (c) that the state or federal courts of the State of New York, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
As limited by the FAA, these Terms and the applicable AAA rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. Notwithstanding anything to the contrary herein or the applicable AAA rules. discovery in the arbitration shall be limited to one set of interrogatories, one set of request for admissions, and one set of request for production of documents. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. We will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879. By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have read and understand the rules of AAA, or (b) waive your opportunity to read the rules of AAA and any claim that the rules of AAA are unfair or should not apply for any reason.
YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS SECTION 19.2 BY WRITING TO: AEDITS, INC., RE: OPT-OUT. IN ORDER TO BE EFFECTIVE, THE OPT OUT NOTICE MUST INCLUDE YOUR FULL NAME AND CLEARLY INDICATE YOUR INTENT TO OPT OUT OF BINDING ARBITRATION. BY OPTING OUT OF BINDING ARBITRATION, YOU ARE AGREEING TO RESOLVE DISPUTES IN ACCORDANCE WITH SECTION 19.2.
19.3 No Resale of Services.
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
19.4 Force Majeure.
Aedit will not be liable by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond Aedit’s reasonable control.
The failure of Aedit to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by Aedit in writing.
The headings of Sections of these Terms are for convenience and are not to be used in interpretation.
If any term, clause or provision of Section 19.2 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 19.2 will remain valid and enforceable. Further, the waivers set forth in Section 19.2(b) are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
19.8 Entire Agreement.
These Terms constitute the entire agreement between you and Aedit and govern your use of the Platform and the Service, superseding any prior agreements between you and Aedit. The failure of Aedit to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you and Aedit nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.
BY CLICKING ON THE “ACCEPT” BUTTON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ANY OF THESE TERMS, AEDIT IS UNWILLING TO PROVIDE SERVICES TO YOU, AND YOU SHOULD CLICK ON THE “DO NOT ACCEPT” BUTTON BELOW TO DISCONTINUE THE REGISTRATION PROCESS.