Introduction.

Welcome to Interior Atlas, Inc. (“Interior Atlas,” “IA” “we,” or “our”), located at 1298 Prospect St. Ste. 1U La Jolla, CA 92037, which is in the business of providing its users (“user,” “customer,” “member,” “you,” or “your”) with an online web-based service, user-interface and database regarding third-party vendors and products for use in the business of interior design (each individually, a “Party,” and collectively, the “Parties”). IA’s service provides its users with the ability to store project specific information regarding clients, client projects, vendors, products, services, and other project specific information.

Through its web-based service (i.e. www.InteriorAtlas.com (“Website”), IA’s downloadable mobile application, if any (“App”), and any other services provided by IA to you, including all features, functionalities, interfaces, content and other software associated with IA’s services, shall be referred to herein as the “IA Service” or “Services” (including singular and plural forms thereof), and includes any and all uses of the IA Service through any sort of internet capable device, including but not limited to smart phones, tablets, desk tops, or lap tops.

These Terms of Use (“Terms of Use” or “Agreement”) set forth the legally binding terms and conditions that govern your use of the IA Service.

PLEASE BE ADVISED THAT THIS AGREEMENT CONTAINS PROVISIONS GOVERNING HOW CLAIMS ARE RESOLVED, SUCH AS, E.G. DISCLAIMER OF WARRANTY, LIMITATION OF LIABILITY, DISPUTE RESOLUTION, INCLUDING BINDING ARBITRATION AND CLASS ACTION WAIVER.

1. Acceptance of Terms of Use. These Terms of Use include IA’s Privacy Policy, and govern your use of the IA Services. The Terms of Use apply to your use of the IA Service in any manner, including but not limited to: using, visiting, or browsing the Services; accessing IA’s servers or content; downloading and/or using the App, if and when such an App is created; creating a IA Account; or uploading any information or data through the IA Service. In order to use the IA Service, you must first agree to the Terms of Use. If you do not agree to these Terms of Use, do not use the IA Service. In addition, when using particular IA Services, you shall be subject to any additional written or posted terms of use, conditions, instructions, guidelines, rules and/or policies applicable to such IA Service, and all such additional terms, conditions, instructions, guidelines, rules and/or policies are hereby incorporated by reference into this Terms of Use. IA may also offer other services that are governed by different terms of use, and which will be posted in relation to such services.
2. Changes/Modifications to Terms of Use. IA may change or modify these Terms of Use, including the Privacy Policy, at any time, in its absolute discretion. Such revisions shall be effective immediately. Please check this Terms of Use from time-to-time to review IA’s current Terms of Use and Privacy Policy. IA encourages you to frequently check this page for any changes to the Terms of Use. Your continued use of the IA Service after any change or modification to this Terms of Use will constitute your acceptance to this Terms of Use with those changes.
3. Personal identifying information is subject to our Privacy Policy, the terms and condition of which are incorporated herein.
4. Communication Preferences. By using the IA Service, you consent to receiving communications from IA relating to your Account. These communications may involve phones calls or sending emails to the phone number or email address provided during registration and maintained in your Account, and will include notices about your Account, such as e.g., initiated transaction, username/password changes, payment method updates, confirmation e-mails and other transactional information). You agree that any and all notices, agreements, disclosures or other communications that IA sends to you electronically will satisfy any and all legal communication requirements, including that such communications be in writing. You also consent to receiving certain other communications, such as e.g. promotions, newsletters, new content or services, special offers, or customer surveys. Further IA may contact you using autodialed or prerecorded calls, and text messages, at any telephone number that you have provided us, to notify you regarding your Account, troubleshoot problems with your Account, resolve a dispute, collect a debt, poll your opinions through surveys or questionnaires, or as otherwise necessary. IA may also contact you using autodialed or prerecorded calls, text messages, or emails for marketing purposes, if you consent to such communications. If you no longer want to receive certain communications, you can update your communication preferences, at any time, in your online Account.
5. Consent to IA Updates. By using the IA Service, you acknowledge and consent to receive, without notice or prompting, updated versions of the IA Service, including the App and related third-party applications or software. IA takes no responsibility or otherwise warrants the performance of any user device and its continuing compatibility with the IA Services. By using the IA Service, you agree to look solely to the manufacturer of the device for any compatibility issues with the IA Service.
6. Third Party Applications and Content. You may encounter third-party applications, such as e.g. software, apps, websites, widgets, or other utilities that interact with the IA Service. These third-party applications may collect data related to your IA Account and related activity and otherwise gather data from you. Any such third-party applications are provided solely as a convenience to you, and IA is not responsible for such Applications. SUCH APPLICATIONS ARE OWNED OR OPERATED BY THIRD PARTIES THAT ARE NOT RELATED TO OR SPONSORED BY IA. USE OF ANY THIRD PARTY APPLICATION IS AT YOUR OWN RISK. Additionally, IA is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged, in connection with your use of or reliance upon any third party content, websites or other third party resources linked or referenced on, or through the IA Service.
7. User Eligibility and Account Registration. In order to utilize the IA Service, each user must register for an IA Account (“Account”). Only one Account may be registered to each user or entity.
   • Eligibility. As a condition to using and/or accessing the IA Service, you represent and warrant to IA that you are able to enter into legally binding contracts, that is you are at least 18 years of age, or the age of majority in your applicable country, province, or territory, not mentally incapacitated, or unable to enter into legally binding contracts for any other reason whatsoever. Individuals under the age of 18, or applicable age of majority, may utilize the Service only with the involvement of a parent or legal guardian, and such parent or legal guardian is subject to these Terms of Use.
   • Account Types. Accounts are classified into one of three account types: Designer, Homeowner, or Student. In order to sign-up for a Student account, a valid “edu” e-mail address is required, and such account will be subject to renewal every six (6) months.
   • Account Information. You are required to provide IA with, and maintain, certain items of Account Information, including but not limited to: full name, address, email address, phone number, date of birth, gender, username, password, or other items of information (referred to herein as “Registration Information”); a current, valid, and accepted Payment Method, such as e.g. debit or credit card information, PayPal information, or other acceptable methods of payment (“Payment Method”); and designation of account type (i.e. “Designer,” “Homeowner,” or “Student”) (collectively, Registration Information and Payment Method, are referred to as “Account Information”); wherein such Account Information may be verified through a third party vendor. You agree to: (a) provide current, accurate, complete, and valid Account Information; and (b) to maintain and promptly update the Account Information. If you provide any Account Information that is untrue, inaccurate, outdated, or incomplete, or if IA has a reasonable ground to suspect that such Account Information is untrue, inaccurate, outdated, or incomplete, IA has the right to restrict, suspend, or terminate your Account, at any time, in its absolute discretion. You may edit your Account Information, including Registration Information and Payment Method information by accessing your Account.
   • Account Owner; User Name and Password. You will be asked to provide a username and password when registering for an Account. The user who created the IA Account and whose Payment Method is charged is referred to here as the Account Owner. The Account Owner is solely responsible for maintaining and updating the username and password. IA may implement technology that recognizes you as the Account Owner and thereby provide you with direct access to your Account without requiring you to retype your username and password when you revisit the IA Services.
   • Account Responsibility. You agree and accept all responsibility for any and all activities occurring through your Account. If you have reason to believe that your Account has been compromised, you must immediately notify IA. If you register as an entity, you represent, warrant, and guarantee that you have the right and authority to bind the entity to this Agreement, and any such entity is responsible for any and all activities occurring through such Account. If an individual under the age of 18, or applicable age of majority, utilizes the IA Service, then such individual can only use the IA Service with the involvement of a parent or legal guardian, and such parent or legal guardian is responsible for any and all activities occurring through such Account.
   • Prohibition on Account Transfers. You shall not transfer, sell, assign, sublicense, pledge, lend, rent, or otherwise dispose of your Account to any individual, User, or other third party. Nor may the user assign to any third party, provide as security, or otherwise dispose of their rights and obligations arising under the Terms of Use.
8. Account Validity, Transactions.
   • Account Validity. Your Account will continue to be valid until it is cancelled by you or is terminated by IA. In order to utilize the IA Services, you must provide and maintain a current, valid, and accepted Payment Method (if applicable) and current and valid Registration Information.
   • Payment of Monthly Subscription Fee. In order to access IA Services, you must pay a monthly subscription fee of: $18 (for “Designer” accounts); $12 (for “Homeowner” accounts); and $0 (for “Student” accounts), which fees are subject to change at IA’s sole discretion. As part of the registration for IA’s services, you will be required to enter Registration Information, and a Payment Method that will automatically be charged every thirty (30) calendar days (with the exception of “Student” accounts) after the date of your registration. This payment is the “Monthly Subscription Fee.”  As stated and explained herein, it is non-refundable.
   • 7-Day Free Trial Period. Upon registration of your IA Account, including the payment information, you will receive a 7-day free trial period. You must cancel your account through the IA Service prior to midnight on the 7^th day after registration in order to prevent being charged the monthly service fee charged by IA for use of the IA Services . IA does not provide refunds for the monthly charge once the 7-day free trial has expired regardless of when the User cancels the account, i.e, cancellation on the 8^th day will still result in the user paying the entire amount of the monthly subscription fee for that thirty (30) calendar day period.
   • Student Accounts. Student accounts are free (i.e. no applicable Monthly Subscription Fee), but require use of a valid “.edu” e-mail address, and renewal every six (6) months.
   • No Refunds or Credits of Monthly Subscription Fees. MONTHLY SUBSCRIPTION FEES ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS THAT ARE LATER REVERSED, REFUNDED, CANCELLED, OR CHARGED BACK.
9. User Submitted Content. In connection with use of the IA Service, you may add personal content and information into the IA database through entry of text into specific fields such as customer information, project name, vendor information, and other client or project specific information, and/or upload user submitted information or content, if such capability is enabled (“User Submitted Content”).
   • Limited License. Any and all Intellectual Property Rights that you may hold in User Submitted Content is retained by you. However, notwithstanding the foregoing, by uploading, posting, publishing, and displaying User Submitted Content, you grant to IA a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable and transferable right and license to use, store, display, reproduce, modify, distribute, and/or perform, the User Submitted Content, in whole or in part, in any media, now known or hereafter developed, for any purpose whatsoever.
   • Representations and Warranties. You are solely responsible for any User Submitted Content that you enter or upload via the IA Service, and you further represent, and warrant that:
     • You are solely responsible for your User Submitted Content, including but not limited to the truth and accuracy of such User Submitted Content, and any and all consequences arising as a result of entering or uploading such User Submitted Content onto the IA Service;
     • You are the creator and owner of, or have the necessary rights, licenses, consents, and/or permissions to use and to authorize IA to store your User Submitted Content;
     • To your knowledge, the User Submitted Content does not and will not infringe upon on any Intellectual Property Rights of another;
     • The User Submitted Content is not the subject of any actual or threatened litigation or claim;
     • The User Submitted Content is not subject to any contractual or other obligations (including obligations associated with your employment) that would prevent you from posting or uploading such content or granting the licenses provided herein; and
     • The User Submitted Content does not contain anything that is illegal, would constitute or encourage a criminal offense, is obscene, offensive, libelous, pornographic, threatening, abusive, or otherwise objectionable or gives rise to liability or violates any local, state, federal, international law, or any other code of conduct, rules, guidelines, regulations, laws, statutes, or treaties.
     • IA expressly FORBIDS the uploading and storage of any financial information into the IA Service, including but not limited to credit card, bank account, check card, or any other form of financial or payment information regarding a user’s project, clients, customers, vendors, or for any other reason. Notwithstanding the foregoing, the only exception to this policy is the user’s Payment Method that is used to pay for the use of the IA Service. Violation of this section shall be grounds for immediate termination of the Account without refund of any kind.
   • User Feedback. IA welcomes the submission of comments, postings, feedback, information, ideas, concepts, reviews, or any other material contained in any communication sent to IA (“User Feedback”). However, you hereby consent to and grant IA the right and license to use such User Feedback worldwide in perpetuity without further compensation, acknowledgement or payment to you for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the IA Service, or for any other purpose whatsoever.
   • No Obligation to Prescreen User Submitted Content. IA may, but is not obligated to, in its absolute discretion, to screen, refuse, or remove any and all User Submitted Content or third-party content and therefore does not, and cannot, guarantee the accuracy, integrity or quality of such information. Moreover, you may find some User Submitted Content offensive, harmful, inaccurate, or deceptive, and also risk dealing with individuals that are underage or acting under false pretenses. BY USING THE IA SERVICE, YOU ACKNOWLEDGE AND AGREE TO ACCEPT ALL SUCH RISKS, AND THAT IA, ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUBSIDIARIES, AND/OR AFFILIATES, ARE NOT RESPONSIBLE OR LIABLE FOR ANY SUCH RISKS. YOU EXPRESSLY WAIVE ANY ACTION AT LAW OR IN EQUITY OF ANY KIND, WHETHER IN TORT OR IN CONTRACT, ARISING OUT OF OR RELATED TO YOUR UPLOADING OF USER SUBMITTED CONTENT.
10. Prohibited Content/Items; Prohibited Conduct. As a condition to your use of the IA Service, you represent and warrant that you shall not:
    • Upload, post, distribute, or otherwise transmit any content or item that is false, misleading, deceptive, inaccurate, illegal, derogatory, defamatory, obscene, or offensive or anything that might reasonably be construed as harassment or disparagement based on race, color, national origin, sex, sexual orientation, age, disability, religious or political beliefs, or other statutorily protected status, child pornography, drugs, or items that have been identified by any governmental agency as hazardous and subject to recall;
    • Upload, post, distribute, or otherwise transmit any content or item that is fraudulent or involves the sale, trade, or donation of illegal, replica, or stolen items;
    • Upload, post, distribute, or otherwise transmit any content or item that contains, references, or links, directly or indirectly, to any content or items that are prohibited under this Agreement;
    • Upload any content that you do not legally have the authority to store in the IA Service or that you do not have a right to transmit under any contractual or fiduciary relationships, such as e.g. inside information, proprietary and confidential information or trade secrets learned or disclosed as part of employment relationships or nondisclosure agreements;
    • Upload, post, distribute, or otherwise transmit any content or item that infringes upon any patent, trademark, trade secret, copyright, right of publicity, moral, or any other proprietary or Intellectual Property Rights of IA or any other third party;
    • Upload, post, distribute, or otherwise transmit any unsolicited or unauthorized advertising or promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation through the IA Services, unless explicitly authorized by IA and only to the extent such content is authorized by law;
    • Upload, post, distribute, or otherwise transmit anything that contains viruses, malicious code, or any other code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, including trojans, spyware, adware, malware, denial of service attacks, email bombs, or other techniques that impose an unreasonable burden on the system, servers or other components of the IA Service, or otherwise interfere with any others use and enjoyment of the IA Service;
    • Use the IA Service when you are temporarily or permanently suspended or barred;
    • Register as an entity, if you do not have the right and authority to bind the entity to this Agreement;
    • Use any robot, spider, scraper, data mining, data gathering or data extraction tools, or other automated means, for any purpose whatsoever;
    • Obtain or attempt to obtain unauthorized access to the IA Service, servers, systems, content, or information, including attempting to obtain, use, or access any materials or information that is not intentionally made available to you, or harvest or collect user related information without their consent, or interfere with any security or protection measures of the IA Service, including reverse engineering, disabling or circumventing such security or protection measures;
    • Impersonate any person or entity, including, but not limited to, anyone affiliated with IA, or falsely state or otherwise misrepresent your affiliation with any person or entity;
    • Harass, annoy, stalk, harm, threaten, or otherwise engage in abusive behavior towards others; or
    • Use the IA Service in any manner that intentionally or unintentionally violates the Terms of Use, Privacy Policy, or local, state, federal, international law, or any other code of conduct, rules, guidelines, regulations, laws, statutes, or treaties.
11. Account Cancellation or Termination.
    • Account Cancellation. You may cancel your Account at any time. Upon cancellation, the Account, and any and all Account Information and User Submitted Content uploaded to the IA Service will be immediately deleted. To cancel, log into your Account and follow the instructions provided therein. The cancellation of an account in the beginning, middle, or end of the billing period will not result in any refund or credit of the monthly subscription fee.
    • Failure to Pay Monthly Subscription Fee. The failure to pay a Monthly Subscription Fee for a given thirty (30) day period will not result in the immediate deletion of the Account, Account information, or User Submitted Content. However, after One Hundred and Eighty (180) days have passed since the last payment of the Monthly Subscription Fee made by You, IA may, in its sole discretion, delete the Account, Account Information, and User Submitted Content, after written notice is provided to You and You subsequently fail to pay the past due amount within the stated time-frame in such notice. 
    • Account Restriction, Cancellation or Termination. IA reserves the right to temporality or permanently, restrict, suspend, or terminate your Account and the use of the IA Services, for any reason, at any time, in its absolute sole discretion, with or without notice, for reasons such as e.g. violation of any terms or condition of this Agreement, invalid Payment Method, inaccurate Account Information, inability to verify Account Information, prohibited content or items, suspicious activity, infringement of another’s Intellectual Property Rights, or for any other reason whatsoever. Further, IA may take any and all legal actions necessary to protect itself, including e.g. submission to collection agency or referring any fraudulent, abusive, or illegal activity to third parties or appropriate law enforcement authorities. You remain obligated to pay any and all fees incurred as a result of your use of the IA Service, plus any and all applicable penalties, after your Account is restricted, suspended, or terminated for any reason.
12. Intellectual Property. Your use of the IA Services includes a limited, revocable, nontransferable, license to use the IA Services, until cancelled or terminated. You have no right, title or interest in or to any Intellectual Property Rights owned or licensed by IA. Any use of Intellectual Property Rights owned or licensed by IA, for any reason whatsoever, other than as permitted by this Agreement, may constitute infringement of Intellectual Property Rights. For purposes of this Agreement, “Intellectual Property Rights” shall include all inventions, discoveries, developments, patents, original works of authorship, copyrights, trade secrets, Trademarks or service marks (in the broadest possible sense), rights of publicity, and any other form of intellectual property right or foreign counterpart thereof. You acknowledge and agree that any and all IA Services, updates thereto, content supplied by IA, user interfaces, page layouts, page headers, scripts, or any portions thereof, or other copyright protected subject matter provided to you via the IA Service, whether IA owned or sponsored, is protected by Intellectual Property Rights owned or licensed by IA. You may not copy, modify, rent, lease, loan, license, sell, distribute, create derivative works, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works thereof, nor attempt to disable or circumvent any security or other technological measure designed to protect the IA Services, without IA’s express written permission. Further, Interior Atlas and any other names, logos, trade names, trademarks, service marks, symbols, designs, phrases, brands or brand names, trade dress, domain names or other business, product or service identifiers in the broadest possible sense (hereinafter “IA Trademarks”) are owned by IA. You may not use any of the IA Trademarks in any manner whatsoever, without IA’s express written authorization, or in any manner that could cause confusion or mislead the public, including the use, development, adoption, or registration of any names, logos, trade names, trademarks, service marks, symbols, phrases, brands or brand names, domain names or other business, product or service identifiers in the broadest possible sense, that could be confused with any of the IA Trademarks.
13. Infringement Notices, DMCA. IA respects the Intellectual Property Rights of others, and expects its users to do the same. IA will respond to notices of alleged intellectual property infringement that comply with applicable law and are properly provided to us, via written correspondence to 1298 Prospect St Ste. 1U La Jolla, CA 92037 and/or sending an email to [email protected]. If you believe any content has been copied in a way that constitutes copyright infringement, please provide us with written notice pursuant to the Digital Millennium Copyright Act (“DMCA”), which includes the information required under 17 U.S.C. § 512, as follows: (a) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (b) identification of the copyrighted work claimed to have been infringed; (c) 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 IA to locate the material; (d) your contact information, including your address, telephone number, and an email address; (e) a statement by you that you have 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 (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 copyright owner. Additionally, notices of other forms of Intellectual Property infringement should be handled in the manner described herein.
    • Counter Notice. If IA removes the complained of content or suspends and/or terminates your Account, and you believe this was in error, please send a written notice complying with the above notice provisions, including submitting any supporting documentation.
    • Repeat Infringers. If multiple infringement notices are received, IA in its absolute discretion, may remove the disputed content, and/or restrict, suspend and/or terminate the relevant user’s Account.
14. Disclaimer of Warranties; Limitation of Liability. IA is not involved in the actual transactions between users or other third-parties, i.e. IA does not offer, sell, purchase, trade, or donate in any manner whatsoever any of the items depicted or contained through or within the IA Services, either for itself or on behalf of others. IA has no control over and does not guarantee the existence, quality, safety, or legality of any items, products, vendors, services displayed or advertised on the IA Services; the truth or accuracy of User Submitted Content; the ability of any users to purchase items or the existence, conduct, or business practices of any third party vendor or service contained within the IA Services. IA’s goal is to maintain the IA Service in a manner that is safe, secure, and functioning properly. You acknowledge that IA cannot guarantee the continuous operation of, or access to, the IA Services. You further acknowledge that operation of and access to the IA Services may be interfered with as a result of technical issues or other factors outside of IA’s control. Furthermore, IA is not responsible for issues related to your Internet Enabled Device and use of the IA Services.
    • YOU AGREE THAT YOU ARE USING THE IA SERVICES AT YOUR OWN RISK, AND THAT THE IA SERVICE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW: IA INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, AND ANY APPLICABLE PARENT, SUBSIDIARIES, AND AFFILIATES, AND THEIR OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES, EXCLUDES ALL EXPRESS OR IMPLIED WARRANTIES, OR TERMS AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
    • IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IA INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, AND ANY APPLICABLE PARENT, SUBSIDIARIES, AND AFFILIATES, AND THEIR OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD THEM RESPONSIBLE, FOR ANY DAMAGES OR LOSSES, INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL OR REPUTATION, PROFITS, OTHER INTANGIBLE LOSSES, OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, RESULTING DIRECTLY OR INDIRECTLY FROM: USER SUBMITTED CONTENT; YOUR USE OF OR YOUR INABILITY TO USE THE IA SERVICES; DELAYS OR DISRUPTIONS IN THE IA SERVICES; VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING OR LINKING TO THE IA SERVICES; GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN THE IA SERVICES; DAMAGE TO YOUR HARDWARE, INTERNET ENABLED DEVICE OR OTHER DEVICE FROM WHICH YOU USE THE IA SERVICES; THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES; A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT OR VIOLATION OR BREACH OF THE TERMS OF USE; THE DURATION OR MANNER IN WHICH YOUR LISTINGS OR USER SUBMITTED CONTENT APPEARS ON THE IA SERVICES; OR YOUR NEED TO MODIFY ANY OF YOUR PRACTICES, CONTENT, OR BEHAVIOR, OR YOUR LOSS OF OR INABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THIS TERMS OF USE OR OTHER IA POLICIES OR PROCEDURES.
15. Release - Disputes Between Users or Third Parties. If you have a dispute with one or more users or third parties, you hereby consent to and waive and release IA from any and all claims, actions, rights, attorneys’ fees, obligations, costs, liens, judgments, demands, damages, liabilities, expenses, compensations and causes of action of any and every kind, nature and character whatsoever, known or unknown, including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages, resulting directly or indirectly, of every kind and nature, known or unknown, or in the event that any known injury, loss or damage has present or future consequences not now known or suspected, the release set forth herein above shall constitute a full and final waiver and release with respect to any and all claims, actions, rights, attorneys’ fees, obligations, costs, liens, judgments, demands, damages, liabilities, expenses, compensations, consequences, and causes of action of any and every kind, nature and character whatsoever, whether known or unknown. Each User, for itself, himself, or herself, and any and all applicable officers, directors, employees, or agents, and applicable parents, subsidiaries, and affiliates, and their respective officers, directors, employees, or agents, , hereby expressly waives any right that it may have under the laws or statutes of any jurisdiction which limits the extension of a general release to certain types of claims or any similar rights, including California Civil Code § 1542 if you are a California resident, which provides that: “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS AN ESSENTIAL TERM OF THE AGREEMENT AND WITHOUT THIS WAIVER THE AGREEMENT WOULD NOT HAVE BEEN ENTERED INTO.
16. Indemnity. YOU WILL DEFEND, INDEMNIFY AND HOLD IA HARMLESS INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, AND ANY APPLICABLE PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES, HARMLESS FROM ANY AND ALL CLAIMS, ACTIONS, RIGHTS, ATTORNEYS’ FEES, OBLIGATIONS, COSTS, LIENS, JUDGMENTS, DEMANDS, DAMAGES, LIABILITIES, EXPENSES, COMPENSATIONS AND CAUSES OF ACTION OF ANY AND EVERY KIND, NATURE AND CHARACTER WHATSOEVER, KNOWN OR UNKNOWN, MADE BY ANY USER OR THIRD PARTY, AS A RESULT OF OR ARISING OUT OF, YOUR BREACH OF THIS TERMS OF USE, YOUR USE OF IA SERVICES, OR YOUR BREACH OF ANY LAW OR THE RIGHTS OF ANY USER OR THIRD PARTY.
17. Disputes with IA – Binding Arbitration Agreement - WAIVER OF RIGHT TO JURY TRIAL. READ THIS SECTION CAREFULLY, AS IT SETS FORTH THE BINDING “ARBITATION AGREEMENT” BETWEEN YOU AND IA, AND AFFECTS YOUR RIGHTS AND HOW CLAIMS BETWEEN YOU AND IA ARE HANDLED AND RESOLVED (EXCEPT FOR CLAIMS THAT MAY BE HANDLED IN SMALL CLAIMS COURT). THIS SECTION PROVIDES FOR THE WAIVER OF THE RIGHT TO A JURY TRIAL. READ CAREFULLY! As used herein, the term “Arbitration Agreement” means this section, including all subparts. You and IA each agree that any dispute, controversy or claim arising out of or relating in any way to this Terms of Use or Privacy Policy (including previous versions thereof), including without limitation any dispute concerning the construction, validity, interpretation, enforceability of the Terms of Use or Privacy Policy, enforceability of the arbitration agreement, enforceability of the Class Action Waiver, whether a cause of action is covered, breach of this Terms of Use or Privacy Policy, your use of or access to the IA Service shall be resolved exclusively through final and binding arbitration by a sole arbitrator picked jointly by the Parties. Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual basis in compliance with the Class Action Waiver. Notwithstanding the foregoing, prior to the submission of any Claim to binding arbitration or small claims pursuant to this section of the Terms of Use, the Parties shall first engage in reasonable, good-faith efforts to informally resolve such claim, without the involvement of an arbitrator. If the Parties cannot resolve such claim themselves after reasonable efforts to do so have failed, and either party desires to pursue such claim further, the aggrieved party must submit such claim to final and binding arbitration by a sole arbitrator picked jointly by the Parties, or to small claims court (if such claim qualifies). The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement, and that you and IA are each waiving the right to a trial by jury.
    • Class Action Waiver - WAIVER OF CLASS ACTION RIGHTS. YOU AND IA AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND IA AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS. As used herein, the term “Class Action Waiver” means the provision contained in this paragraph, and you acknowledge and agree that this Class Action Waiver is material and essential to the handling of any disputes between the parties. If the arbitrator decides that applicable law precludes enforcement of any portion of this Class Action Waiver as to a particular claim, then that claim (and only that claim) must be severed from the arbitration and may be brought in the state or federal courts in Orange County, California. All other claims will be arbitrated.
    • Opt-Out Procedure. If you are a new IA user, you can choose to reject this Arbitration Agreement, i.e. opt-out, by mailing IA a written opt-out notice. The opt-out notice must be postmarked no later than thirty (30) calendar days after the date you accept the Terms of Use for the first time. You must mail the opt-out notice to 1298 Prospect St Ste. 1U La Jolla, CA 92037, and also send an email copy to [email protected]. This procedure is the only way you can opt out of the Arbitration Agreement. If you opt out of the Arbitration Agreement, all other parts of the Terms of Use and its Disputes Section continue to apply to you. Opting out of this Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with IA.
    • Procedures. In arbitration, any and all disputes shall be resolved by a sole neutral arbitrator picked jointly by the Parties, rather than by a judge or jury. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to that individual.
      • Notice. A party who intends to seek arbitration or a small claim must first send notice to the other, by certified mail or FedEx, which includes a description of the nature and basis of the claims the party is asserting and the relief sought. Any notice sent to IA should be sent to 1298 Prospect St Ste. 1U La Jolla, CA 92037, along with a copy to [email protected] and IA will send any notices to you at the physical address and email address associated with your Account.
      • Informal Attempt to Resolve. If you and IA are unable to informally resolve the claims described in the notice within thirty (30) days after notice is given, and either party desires to pursue such claim further, such aggrieved party must submit the claim to final and binding arbitration by a sole neutral arbitrator picked jointly by the Parties, or small claims court (if such claim qualifies)..
      • Arbitration Proceedings. Any arbitration hearings will take place at a mutually agreeable location or, if the Parties are unable to agree upon a location, then in San Diego, California. The Parties shall select a mutually agreeable arbitration forum. The arbitrator's award shall be final and binding and judgment upon the arbitration award may be entered in the highest court or forum having jurisdiction, state or federal.
      • Costs of Arbitration / Attorneys’ Fees. Payment of all filing, administration and arbitrator fees shall be shared equally by the Parties. Each Party shall bear its own attorneys’ fees and other associated costs incurred in relation to any arbitration proceedings. If, however, it is found that any Party breached a term or obligation of this Agreement, the non-breaching Party shall be entitled to reasonable expenses, attorneys’ fees, and costs incurred in any arbitration taken to enforce the terms of the Agreement, or to remedy or compensate for such breach. Further, in the event the arbitrator determines the asserted claim is frivolous or you willfully failed to comply with the notice provisions, you agree to reimburse IA for any costs of the arbitration proceeding paid by IA.

18. General.
    • Headings. Headings are for reference purposes only and do not limit the scope of the Terms of Use.
    • No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Terms of Use between you and IA.
    • No Assignment. The Terms of Use, and any rights, and licenses granted hereunder, may not be transferred, assigned, or sublicensed by you. On the other hand, IA may assign, sublicense, or otherwise transfer any rights or licenses under the Agreement, without restriction and without prior notice to you.
    • Forum for Disputes. For any disputes related to this Terms of Use, in the event that the Arbitration Agreement herein is found not to apply to you or to a particular claim, either as a result of your decision to opt-out or as a result of a decision by the arbitrator or a court order, you agree that any claim that has arisen or may arise between you and IA must be resolved exclusively by a state or federal courts located in San Diego, California, and you further agree that you and IA agree to submit to the personal jurisdiction of the courts located in San Diego, California for the purpose of litigating all such claims.
    • Conflict of Law. These Terms of Use shall be governed by and construed in accordance with the laws of the state of California, without regard to conflict of law provisions.
    • Materiality. Each provision of this Agreement shall be considered material for the purpose of establishing a breach of this Agreement.
    • Integration / Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, including the Privacy Policy and all other written or posted terms of use, conditions, instructions, guidelines, rules and/or policies applicable to, or posted through, the IA Service, constitutes the sole and entire agreement of the Parties to this Terms of Use, and supersedes all prior and contemporaneous understandings, including previous version of Terms of Use and Privacy Policy.
    • Modifications. IA may change or modify these Terms of Use, including the Privacy Policy, at any time, in its absolute discretion. Such revisions shall be effective immediately. IA encourages you to frequently check this page for any changes to the Terms of Use. Your continued use of the IA Service after any change or modification to this Terms of Use will constitute your acceptance to this Terms of Use with those changes.
    • Survival of terms. Cancellation or Termination of your access to your Account and/or use of the IA Service, shall not relieve you of any obligations arising or accruing prior to cancellation or termination, or limit any liability that you otherwise may have to IA or any third party. Any term, section, or provision of this Terms of Use’s that by their nature should survive termination shall survive termination.
    • Severability. If any term or provision of this Terms of Use is found invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Terms of Use, or invalidate or render unenforceable such term or provision in any other jurisdiction, so long as the remaining parts continue to fulfill the original intent of the parties.
    • Force Majeure. Neither party will be liable for any failure of or delay in the performance of any of its obligations under this agreement if its failure or delay is due to the occurrence of Force Majeure, such as by an act of God, force of nature, war or warlike activity, insurrection or civil commotion, labor dispute, transportation delay, governmental regulatory action whether or not with proper authority or other cause similar or dissimilar to the foregoing and beyond its reasonable control.
    • Links to Other Websites. The IA Services may contain links to other sites, which may be operated by companies not affiliated with IA. Linked websites may have their own privacy policies or notices, which we strongly suggest you review them if and when you visit these other sites. We are not responsible for either the content of any websites that are not affiliated with us or the privacy practices of those websites.
    • Notice for California Users. Under California Civil Code Section 1789.3, users of the IA Service are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California, Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

Last Modified. This Terms of Use was last modified on 10.17.18